Common use of Covenants Clause in Contracts

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. 9.1. ▇▇▇▇▇ shall act in accordance with the terms and conditions of the Guarantee Release Framework, provided that the remaining financial obligation to inject funds to Qoros or guarantee any payment relating to Qoros under the Guarantee Release Framework shall be up to an amount equal to RMB400 million (the “Guarantee Framework Obligations”). For the avoidance of doubt, notwithstanding the effectiveness of the Guarantee Release Framework, any Guarantees provided by IC to Qoros which are included in the Retained Liabilities, shall remain in effect (the “Remaining Qoros Guarantee”). However in the event of any exercise of the Remaining Qoros Guarantee, ▇▇▇▇▇ shall repay IC any amounts paid by IC in respect thereof, in accordance with ▇▇▇▇▇’▇ obligations under any of the Ancillary Agreements. 9.2. The Pledgor hereby Parties agree that following the Closing, no party shall take, permit or, cause any third party to take or omit, permit to be omitted or cause any third party to omit to take, any action whether directly or indirectly, the result of which action or inaction would be or would be reasonably expected to be the failure of the Distribution Shares to be traded on the TASE as soon as reasonably practicable following the Record Date. 9.3. As soon as reasonably practicable following the Closing Date, the board of directors of ▇▇▇▇▇ shall ▇▇▇▇▇ options to purchase ordinary shares in the capital of ▇▇▇▇▇ to those officers and employees of IC who currently hold options to purchase IC Shares granted under the 2012 option plan of IC, in accordance with the terms set forth in the IC Shareholder Circular, which options shall be granted in accordance with the terms of a certain tax ruling obtained from the ITA on August 17, 2014 in respect thereto, and shall file a registration statement on Form S-8 registering the shares underlying such options. 9.4. IC agrees and covenants that during following the continuance of this Agreement: (a) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance DocumentsClosing Date, it shall not sellpermit the Employees to use any information regarding the IC Transferred Businesses, assignwhich they acquired, transferwhether in written form or orally, charge, pledge during the respective terms of their employment with the IC Group; subject only to any applicable confidentiality obligations towards ▇▇▇▇▇ or encumber in any manner any part member of the Pledged Collateral or suffer to exist any encumbrance on ▇▇▇▇▇ Group. 9.5. IC shall cooperate with ▇▇▇▇▇ (at ▇▇▇▇▇’▇ expense) in the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect defense of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency third-party claim or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable proceeding with respect to the IC Transferred Businesses, and make available to ▇▇▇▇▇ any documents, materials and other information in its possession or control that may be necessary for the defense of the Pledged Collateral such claim or in connection with the transaction contemplated by this Agreementproceeding.

Covenants. The Pledgor hereby Holdings covenants that during and agrees with the continuance Agent and the Secured Parties, that, from and after the date of this Agreement:Agreement until the date of its termination pursuant to Section 6.15(a): (a) it shall warrant and defend its title Holdings agrees to the Pledged Collateralpay, and all material rights to save the Agent and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee Secured Parties harmless from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with any of the transaction transactions contemplated by this AgreementAgreement all in accordance with all of the terms, covenants and agreements that Section 2.17 of the Credit Agreement requires Holdings to perform or observe, subject to the qualifications set forth therein. (b) Holdings agrees to furnish to the Agent prompt written notice of any change in (i) its organization name, (ii) its identity or organizational structure, (iii) its organizational identification number, (iv) its jurisdiction of organization or (v) the location of its chief executive office if it is not a registered organization; provided that Holdings agrees not to effect or permit any such change unless all filings have been made, or will have been made within any applicable statutory period following such change, under the Uniform Commercial Code or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Pledged Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties. (c) Holdings agrees it will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, and will not Dispose of any other Pledged Collateral, in each case other than pursuant to a transaction not prohibited by any Loan Document and any Other First Lien Agreement then in effect and other than Permitted Liens. (d) Subject to the rights of Holdings under the Loan Documents and each Other First Lien Agreement then in effect to Dispose of Pledged Collateral, Holdings shall, at its own expense, use commercially reasonable efforts to defend its title to the Pledged Collateral against all persons and to defend the security interest of the Agent, for the benefit of the Secured Parties, in the Pledged Collateral and the priority thereof against any Lien that is not a Permitted Lien. (e) Holdings agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Agent’s security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the security interest and the filing of any financing statements or other documents in connection herewith or therewith.

Covenants. The Pledgor hereby covenants that during to the continuance Pledgee that, until the end of this Agreementthe Security Period: (a) it shall warrant and defend its title not take or permit to be taken any action whereby the rights attaching to the Pledged CollateralShares are diluted and it shall not approve an increase in the Company’s share capital unless it subscribes for all the shares issued or otherwise permitted in the Credit Agreement provided that, and all material rights and the security interest (including the priority thereof) at no time, more than 65% of the Pledgee conferred shares issued, at any time, by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverCompany may be pledged; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not selldispose of the Shares (or any part thereof) or create any lien, assignsecurity interest, transferclaim, option, pledge, charge, pledge assignment, transfer (including the transfer of legal title to a trustee or encumber in a fiduciary) and other encumbrances of any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateralkind, other than Permitted Liensthe Pledge, in respect of the Shares (or any part thereof) (irrespective of its ranking), and shall not permit the existence of any such lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than the Pledge or any preferential right arising by operation of law, unless otherwise permitted under the Credit Agreement; (c) it shall not take from as the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability enforcement of the Company to Pledge may result in the Pledgor transfer of the Shares, it expressly and the Pledgor shall not prove nor have the right of proof, in competition with specifically approves and accepts such transfer and such transferee(s) (including the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, ) as a new shareholder in any insolvency or liquidation, or analogous proceedings under any applicable law, accordance with Luxembourg law (including article 12 of the PledgorCollateral Act 2005), the terms and conditions of the Shares and this Pledge Agreement; (d) it shall furnish to sign the resolution of the Pledgor, acting as the Sole Shareholder of the Company, substantially in the form attached hereto as Schedule 1 and shall provide the Pledgee from time to time statements and schedules further identifying and describing with a signed copy of such resolutions on the Pledged Collateral as Pledgee reasonably requests, all in reasonable detaildate of execution of this Pledge Agreement; (e) it shall give at least 30 days’ prior written notice to Pledgee of not take any (i) change action in respect of the location Shares which would adversely affect the interests of Pledgor’s chief executive officethe Pledgee therein in any respect, (ii) change nor shall it take any action which may prejudice, directly or indirectly, the validity, the effectiveness or the enforceability of Pledgor’s name, identity the Pledge or structure the rights of the Pledgee under or (iii) reorganization in connection with the Pledge or reincorporation of Pledgor under have an adverse effect on the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1Shares; (f) it shall, and shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of cause the Company that could reasonably be expected to adversely affect (and the Pledged CollateralCompany, by signing this Pledge Agreement, accepts to), take all actions which the Pledgor’s rights in the Pledged Collateral, Pledgee may request to protect the validity, perfection or priority the effectiveness and the enforceability of the security interests of the Pledgee in the Pledged Collateral, Pledge or the rights and remedies of the Pledgee under this Pledge Agreement or any other Finance Document or their ability and/or to exercise create and perfect the samesecurity interest that is granted, or cause an Event of Default purported to occur; andbe granted, under this Pledge Agreement; (g) it shall indemnify immediately after becoming aware thereof inform the Pledgee fromin writing of any distress, attachment (including executory attachment (saisie exécutoire) or protective attachment (saisie conservatoire)), enforcement or other legal process commenced by a third party in respect of all or part of the Shares and the Pledgor shall, at its own expenses, promptly (i) notify the Pledgee and send it a copy of the relevant attachment or enforcement documentation, (ii) notify relevant third party in writing of the existence of the Pledgee’s interest in the relevant Shares, (iii) take such measures to challenge the attachment or enforcement and do its best effort to obtain the release or discharge of this attachment or enforcement at the earliest possible and (iv) keep the Pledgee regularly informed; (h) it shall, and hold shall cause the Company to (and the Company, by signing this Pledge Agreement, accepts to), provide the Pledgee (promptly upon receipt) with a copy of any notice, document or other communication which is given or received by it harmless againstin respect of the Shares which would adversely affect this Pledge or the ability of the Pledgee to enforce this Pledge Agreement or to have an adverse effect on the value of the Shares; and (i) it shall, any and shall cause the Company to (and the Company, by signing this Pledge Agreement, accepts to), assist the Pledgee and generally make its best efforts, in order to obtain all liabilities with respect tonecessary consents, or resulting approvals and authorisations from any delay relevant authorities in paying, any order to permit the exercise by the Pledgee of its rights and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any powers under this Pledge Agreement including upon enforcement of the Pledged Collateral or in connection with the transaction contemplated by this AgreementPledge.

Covenants. (i) The Pledgor hereby Issuer shall not by any action including, without limitation, amending the certificate of incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (A) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (B) not amend or modify any provision of the certificate of incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (C) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (D) use its best efforts to obtain all such authorizations, exemptions or consents from its stockholders and any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant. (ii) The Issuer covenants that during it will use commercially reasonable efforts to timely file all reports and other documents required to be filed by it under the continuance Exchange Act other than Form 8-K reports (or, if the Issuer is not subject to such reporting requirements, it will, upon the request of this Agreement: (a) it shall warrant and defend its title any Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Pledged CollateralSecurities Act), and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and it will use commercially reasonable efforts to the Pledged Collateraltake such further action as any Holder may reasonably request, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee extent required from time to time statements and schedules further identifying and describing to enable such holder to sell the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change Warrants without registration under the Securities Act within the limitation of the location of Pledgor’s chief executive officeexemptions provided by (A) Rule 144 under the Securities Act, (ii) change of Pledgor’s nameas such rules may be amended from time to time, identity or structure or (iiiB) reorganization any successor rule or reincorporation of Pledgor under regulation hereafter adopted by the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.U.S.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title The Grantor agrees promptly to notify the Pledged Collateral, and all material rights and the security interest Collateral Agent in writing of any change (including the priority thereofi) in corporate name of the Pledgee conferred by this Agreement Grantor, (ii) in and to the Pledged Collateral, in each case at the cost identity or type of organization or corporate structure of the Pledgor against Grantor, or (iii) in the claims and demands jurisdiction of all persons whomsoever;organization of the Grantor. (b) except as otherwise permitted in this Agreement or The Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part Collateral against all Persons and to defend the Security Interest of the Pledged Collateral or suffer to exist Agent in the Collateral and the priority thereof against any encumbrance on the Pledged Collateral, other than Permitted Liens;Lien. (c) it shall not take from Each year, at the Company any undertaking or security in time of delivery of annual financial statements with respect of its liability hereunder or in respect of any other liability to the preceding fiscal year pursuant to Section 9 of the Company Performance Undertaking, the Grantor shall deliver to the Pledgor Collateral Agent a certificate executed by a Responsible Officer of the Grantor (i) setting forth the information required pursuant to this Section 2.03(c) or confirming that there has been no change in such information since the date of the most recent certificate delivered pursuant to this Section 2.03(c) and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings recordings or registrations, including all refilings, recordings and registrations, containing a description of the Pledgor shall not prove nor Collateral have the right been filed of proofrecord in each governmental, municipal or other appropriate office in competition with the Pledgee, for any monies whatsoever owing from the Company each jurisdiction to the Pledgor, in extent necessary to protect and perfect the Security Interest for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;continuation statements to be filed within such period). (d) it shall furnish The Grantor agrees, at its own expense, to Pledgee execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral that is in excess of $1,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and schedules further identifying and describing delivered to the Pledged Collateral as Pledgee Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably requests, all in reasonable detail;satisfactory to the Collateral Agent. (e) it shall give At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at least 30 days’ prior written notice to Pledgee of any (i) change time levied or placed on the Collateral, and may pay for the maintenance and preservation of the location Collateral to the extent the Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of Pledgor’s chief executive officetime after the Collateral Agent has requested that it do so, (ii) change and the Grantor agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing the Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of Pledgor’s namethe Grantor with respect to taxes, identity assessments, charges, fees, Liens, security interests or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdictionother encumbrances and maintenance as set forth herein, in each case from the information specified in Part B of Schedule 1;other Transaction Documents. (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and[Reserved.] (g) The Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it shall indemnify under each contract, agreement or instrument relating to the Pledgee fromCollateral, all in accordance with the terms and conditions thereof, and the Grantor jointly and severally agrees to indemnify and hold it harmless against, the Collateral Agent and the Secured Parties from and against any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementliability for such performance.

Covenants. The Pledgor hereby covenants that during During the continuance period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, the Bank Merger Agreement, or with the prior written consent of the other party, which shall not be unreasonably withheld, each of Pamrapo and BCB, and their respective Subsidiaries, shall carry on their respective businesses in the ordinary course consistent with past practice and consistent with prudent banking practice. Each of Pamrapo and BCB will use its best efforts to (x) preserve its business organization and that of its Subsidiaries intact, (y) keep available to itself and the other party hereto the present services of its employees and (z) preserve for itself and the other parties hereto its goodwill of its customers and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 of the Pamrapo Disclosure Schedule, Schedule 5.1 of the BCB Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by the other party hereto which consent shall not be unreasonably withheld, each of Pamrapo and BCB shall not, and shall not permit any of its Subsidiaries to: (a) it shall warrant solely in the case of Pamrapo or BCB, as the case may be, declare or pay any dividends on, or make other distributions in respect of, any of its capital stock, other than normal quarterly dividends in an amount of no more than $0.15 per share with respect to shares of Pamrapo Common Stock and defend its title no more than $0.15 per share with respect to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) shares of the Pledgee conferred by this Agreement in and to the Pledged Collateral, BCB Common Stock in each case at the cost of the Pledgor against the claims paid in a time and demands of all persons whomsoevermanner consistent with past practice; (b) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock except as otherwise permitted upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber and in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liensaccordance with their present terms; (c) it shall not take from issue, deliver or sell, or authorize or propose the Company issuance, delivery or sale of, any undertaking or security in respect shares of its liability hereunder capital stock or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency securities convertible into or liquidationexercisable for, or analogous proceedings under any applicable lawrights, of the Pledgor; (d) it shall furnish warrants or options to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requestsacquire, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the samesuch shares, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, enter into any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable agreement with respect to any of the Pledged Collateral foregoing, other than the issuance of Pamrapo Common Stock or BCB Common Stock pursuant to stock options or similar rights to acquire Pamrapo Common Stock or BCB Common Stock granted pursuant to Pamrapo Stock Plan or BCB Stock Plans and outstanding prior to the date of this Agreement with their present terms; (d) amend its Certificate of Incorporation, Bylaws or other similar governing documents, except in connection the case of BCB it may amend its Certificate of Incorporation to increase its authorized shares of common stock; (e) authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the making of any proposal which constitutes, a “takeover proposal” (as defined below), or, except to the extent legally required for the discharge of the fiduciary duties of its Board of Directors, recommend or endorse any takeover proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a takeover proposal. Each of Pamrapo and BCB will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any other parties with respect to any of the foregoing. Each party will, consistent with the transaction Board’s fiduciary duties, notify the other immediately if any such inquiries or takeover proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, a party, and that party will promptly inform the other in writing of all of the relevant details with respect to the foregoing. As used in this Agreement, “takeover proposal” shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Pamrapo or BCB or any Subsidiary of Pamrapo or BCB or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets of Pamrapo or BCB or any Subsidiary of Pamrapo or BCB other than the transactions contemplated or permitted by this Agreement., the Bank Merger Agreement;

Covenants. The Pledgor SECTION 2.1 Subject to the terms hereof, the Guarantor hereby covenants unconditionally and irrevocably guarantees, as primary obligor and not merely as a surety, to the Beneficiary (a) the due, complete and punctual performance and observance by ▇▇▇▇▇▇▇ Holdings of each term, provision and condition binding upon ▇▇▇▇▇▇▇ Holdings pursuant to any of the Operative Documents to which ▇▇▇▇▇▇▇ Holdings is or becomes a party (the "CHE OPERATIVE DOCUMENTS") and (b) the due, punctual and full payment (when and as the same may become due and payable) of each amount that during ▇▇▇▇▇▇▇ Holdings is or may become obligated to pay under or pursuant to any of the continuance CHE Operative Documents, in accordance with the terms thereof, by acceleration or otherwise without offset or deduction. SECTION 2.2 In the case of any failure by ▇▇▇▇▇▇▇ Holdings to perform and observe any such term, provision or condition after notice thereof by the Beneficiary, the Guarantor agrees to cause such performance or observance to be done, and in the case of any failure by ▇▇▇▇▇▇▇ Holdings to make such payment as and when the same shall become due and payable (by acceleration or otherwise), the Guarantor hereby agrees to make such payment (and, in addition, such further amounts, if any, as shall be sufficient to cover the costs and expenses of collection hereunder); PROVIDED, nothing herein shall expand the aforesaid obligations of the Guarantor beyond those of ▇▇▇▇▇▇▇ Holdings under any of the CHE Operative Documents. All such obligations and indebtedness set forth in Section 2.1 hereof and this Section 2.2 are referred to in this Guaranty as the "OBLIGATIONS." SECTION 2.3 This Guaranty is a direct, independent and primary obligation of the Guarantor and is an irrevocable, absolute, present, unconditional and continuing obligation and guarantee of payment and performance (and not merely of collection) and the validity and enforceability of this AgreementGuaranty shall be absolute and is not conditioned in any way upon (a) the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the obligations, covenants or undertakings (including any payment obligations) of ▇▇▇▇▇▇▇ Holdings, other than providing notice to ▇▇▇▇▇▇▇ Holdings, (b) the genuineness, validity, legality or enforceability of any of the CHE Operative Documents or the lack of power or authority of ▇▇▇▇▇▇▇ Holdings to enter into any of the CHE Operative Documents or any substitution, release or exchange of any other guaranty or any other security for any of the Obligations or any other circumstance whatsoever (other than payment or performance) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, (c) any right of set-off, recoupment or counterclaim, (d) any attempt to collect from ▇▇▇▇▇▇▇ Holdings or any other entity or to perfect or enforce any security or any other condition or contingency or (e) any other action, occurrence or circumstance whatsoever. SECTION 2.4 Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Guaranty, or to be released, relieved or discharged from its obligations hereunder, and such obligations shall be neither affected nor diminished for any reason whatsoever, including: (ai) it shall warrant and defend its title any amendment or supplement to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) or modification of any of the Pledgee conferred by this Agreement CHE Operative Documents, any extension or renewal of ▇▇▇▇▇▇▇ Holdings' obligations under any CHE Operative Document, or any subletting, assignment or transfer of ▇▇▇▇▇▇▇ Holdings' or the Beneficiary's interest in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverCHE Operative Documents; (bii) any bankruptcy, insolvency, readjustment, composition, liquidation or any other change in the legal status of ▇▇▇▇▇▇▇ Holdings or any rejection or modification of the Obligations of ▇▇▇▇▇▇▇ Holdings or the Beneficiary as a result of any bankruptcy, reorganization, insolvency or similar proceeding; (iii) any furnishing or acceptance of additional security or any exchange, substitution, surrender or release of any security; (iv) any waiver, consent or other action or inaction or any exercise or nonexercise of any right, remedy or power with respect to the Obligations or any of the CHE Operative Documents; (v) the unenforceability, lack of genuineness or invalidity of the Obligations or any part thereof or the unenforceability, lack of genuineness or invalidity of any agreement relating thereto; (A) any merger or consolidation of ▇▇▇▇▇▇▇ Holdings or the Guarantor into or with any other Person, (B) any change in the structure of ▇▇▇▇▇▇▇ Holdings, (C) any change in the ownership of ▇▇▇▇▇▇▇ Holdings or the Guarantor or (D) any sale, lease or transfer of any or all of the assets of ▇▇▇▇▇▇▇ Holdings or the Guarantor to any other Person; (vii) any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by the Beneficiary under or in connection with any CHE Operative Document or any other agreement relating to this Guaranty, except to the extent that any such default, misrepresentation, negligence, misconduct or other action or inaction would limit the Obligations; or (viii) any other circumstance whatsoever (except the complete payment and performance of the Obligations), including, without limitation, any act or omission of ▇▇▇▇▇▇▇ Holdings or the Beneficiary which changes the scope of the Guarantor's risk. SECTION 2.5 The Guarantor hereby unconditionally waives and releases, to the extent permitted by law promptness, diligence and notice as to the Obligations guaranteed hereby and acceptance of this Guaranty, and waives any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor, including, without limitation, notice of default or any failure on the part of ▇▇▇▇▇▇▇ Holdings to perform and comply with any Obligation and agrees that, except as otherwise permitted in this Agreement or the Finance Documentsprovided herein, it shall not sell, assign, transfer, charge, pledge be required to consent to or encumber in receive any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect notice of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency amendment or liquidationmodification of, or analogous proceedings under any applicable lawwaiver, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity consent or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities extension with respect to, or resulting from any the CHE Operative Documents. No failure to exercise and no delay in payingexercising, on the part of the Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and all stamp, excise, sales remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. SECTION 2.6 The Guarantor agrees to pay any costs and expenses incurred by the other taxes which may be payable or determined parties to be payable with respect to any of the Pledged Collateral or Participation Agreement in connection with the transaction contemplated by enforcement of this AgreementGuaranty.

Covenants. The Pledgor Issuer and the MTN Cash Manager, in respect of each Series, hereby covenants covenant with the Trustee that, until (i) no further sums are outstanding in respect of any Secured Obligation issued by the Issuer; (ii) the Issuer has fulfilled and discharged all of the Secured Obligations in respect of each Series; and (iii) this Deed is terminated as between the Issuer and all the other parties, they shall in relation to their respective obligations under any Series: 9.1.1 in the case of the Issuer, at all times carry on and conduct its affairs in a proper and efficient manner; 9.1.2 in the case of the Issuer at all times keep proper books of account and allow the Trustee and any person appointed by it, to whom the Issuer or the Initial Transferor has no reasonable objection, access to the books of account of the Issuer at all reasonable times during normal business hours and to discuss the same with a nominated officer of the Issuer and in the event that during audited financial accounts of the continuance Issuer are produced, to provide a copy thereof to the Trustee in relation to each Series; 9.1.3 give notice in writing to the Trustee and the Noteholders in respect of such Series forthwith upon becoming aware of the occurrence of a Series Pay Out Event in relation to such Series and without waiting for the Trustee to take any action; 9.1.4 in the case of the Issuer, so far as permitted by law, at all times give to the Trustee such information and afford the Trustee such facilities as it may require for the purpose of discharging the duties, powers, trusts, authorities and discretions vested in it by this Agreement:Deed or by operation of law; 9.1.5 in the case of the Issuer, unless specified otherwise in the relevant MTN Supplement, not to make or consent to any amendment, variation or termination to any Series Document in respect of any Series or any Secured Property in respect of such Series without the prior written consent of the Trustee, such consent not to be unreasonably withheld or delayed; 9.1.6 in the case of the Issuer not, without the prior written consent of the Trustee, give any guarantee or indemnity (other than as contemplated by the Series Documents); 9.1.7 ensure that each Series or all other transactions to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority of England for the purposes of any relevant MTN and relevant Series Documents and that all necessary consents and approvals of, and registrations and filings with, any such authority in connection therewith are obtained and maintained in full force and effect and copies thereof are supplied promptly to the Trustee; 9.1.8 the Issuer shall promptly after the date hereof give notice to each relevant Person of the Security granted to the Trustee hereunder and shall procure that each such Person acknowledges the same. In addition to the foregoing, in the case of the Issuer that the Issuer shall from time to time deliver, and assist the Trustee in delivering, any other notices in relation to any Security as the Trustee may reasonably request; 9.1.9 in the case of the Issuer, at all times maintain its residence in the United Kingdom for the purposes of United Kingdom taxation; 9.1.10 in the case of the Issuer, at all times use its best efforts to minimise taxes and any other costs arising in connection with its activities; 9.1.11 in the case of the Issuer, maintain a register of mortgages and charges in accordance with English law and regulations and forthwith upon the issue of a Series enter in such register, and register in any other jurisdiction where such registrations may be required, any and all mortgages or charges created by the MTN Supplement constituting and securing the Notes of such Series and, forthwith upon execution of any further instruments or documents pursuant thereto creating or purporting to create or to perfect or to protect any security interest by the Issuer, enter in such register, and register in any other jurisdiction where such registration may be required, details of such instrument or document; 9.1.12 in the case of the Issuer not to take any steps in its capacity as Investor Beneficiary of the Receivables Trust (either on its own or in conjunction with any other Beneficiary of the Receivables Trust) to terminate the Receivables Trust or any sub-trust thereof. 9.1.13 in the case of the Issuer, file with the Trustee copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the United States Securities Exchange Act of 1934 within 15 days after it files them with the SEC. The Issuer also shall comply with the other provisions of TIA ss. 314(a); 9.1.14 the Issuer shall furnish or cause to be furnished to the Trustee on June 30 and December 31 of each year, commencing June 30, 2000, and at such other times as the Trustee may request in writing, all information in the possession or control of the Issuer, or of its paying agents, as to the names and addresses of the Noteholders, and requiring the Trustee to preserve, in as current a form as is reasonably practicable, all such information so furnished to it or received by it in the capacity of paying agent; (a) it shall warrant and defend its title upon any application, demand or request by the Issuer to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Trustee to take any action under any of the Pledgee conferred by provisions of this Agreement in Trust Deed (other than the issuance of Notes) and upon request of the Trustee, the Issuer shall furnish to the Pledged Collateral, in each case at Trustee an Officers' Certificate and Opinion of Counsel complying with the cost provision of Section 314 of the Pledgor against the claims and demands of all persons whomsoeverTrust Indenture Act; (b) except as otherwise permitted each certificate or opinion provided for in this Agreement Trust Deed and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Trust Deed shall include (i) a statement that the Finance Documents, it shall not sell, assign, transfer, charge, pledge person making such certificate or encumber in any manner any part opinion has read such condition or covenant; (ii) a brief statement as to the nature and scope of the Pledged Collateral examination or suffer investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to exist any encumbrance on enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (iv) a statement as to whether or not the Pledged Collateralopinion of such person, other than Permitted Liens;such condition or covenant has been complied with; and (c) it shall not take from 9.1.16 Promptly after the Company any undertaking or security execution and delivery of this Trust Deed and each supplement hereto, the Issuer will furnish to Trustee an Opinion of Counsel stating that in respect the opinion of its liability hereunder or in respect of any other liability such counsel, appropriate steps have been taken to protect the title of the Company Trustee to the Pledgor Secured Property and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary; and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it Issuer shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requestsTrustee, all not more than three (3) months after the anniversary of each calendar year, commencing with calendar year 2001, an Opinion of Counsel stating either that, in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee the opinion of any such Counsel, (i) change such action has been taken as is necessary for the proper protection of the location title of Pledgor’s chief executive office, the Trustee to the Secured Property and reciting the details of such action or (ii) change no such action is necessary for any of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it such purposes. The Trustee shall not consent be responsible for ensuring that the Issuer complies with its obligations to any termination of send the notices referred to in Clauses 9.1.3 and 9.1.5 above to each such Secured Creditor or amendment to Noteholder (as the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which case may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementbe).

Covenants. The Pledgor hereby covenants (a) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Filing Collateral against all Persons, except with respect to Filing Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business and except in the case of any Lien permitted under Section 6.02 of the Credit Agreement, and to defend the Security Interest of the Administrative Agent in the Filing Collateral and the priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement, subject to the rights of such Grantor under Section 9.15 of the Credit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under the Security Documents. (b) Subject to the limitations and exceptions set forth herein and in the other Loan Documents, each Grantor agrees to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable Requirement of Law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Grantors. If any amount payable under or in connection with any of the Filing Collateral shall be or become evidenced by any promissory note (which may be a global note) or other instrument (other than any promissory note or other instrument in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person), such note or instrument shall be promptly (and in any event within 30 days after receipt by such Grantor or such longer period agreed to by the Administrative Agent in its reasonable discretion) pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Administrative Agent. (c) Upon the occurrence and during the continuance of this Agreement: (a) it shall warrant an Event of Default, at its option and defend its title after notice to the Pledged CollateralBorrower, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Filing Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and all material rights may pay for the maintenance and the security interest (including the priority thereof) preservation of the Pledgee conferred by this Agreement in and Filing Collateral to the Pledged Collateralextent any Grantor fails to do so as required by the Credit Agreement, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Loan Document and within a reasonable period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Administrative Agent, within 10 days after written demand, for any reasonable payment made or their ability any reasonable expense incurred by the Administrative Agent pursuant to exercise the sameforegoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or cause imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. (d) Each Grantor shall remain liable, as between such Grantor and the relevant counterparty under each contract, agreement or instrument relating to the Filing Collateral, to observe and perform all the conditions and obligations to be observed and performed by it under such contract, agreement or instrument, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the other Secured Parties from and against any and all liability for such performance subject to Section 9.03 of the Credit Agreement. (e) Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default and after notice to occur; and (g) it shall indemnify the Pledgee fromBorrower of its intent to exercise such rights, of making, settling and hold it harmless againstadjusting claims in respect of Filing Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all liabilities determinations and decisions with respect to, thereto. In the event that any Grantor at any time or resulting from any delay in paying, any and all stamp, excise, sales times shall fail to obtain or other taxes which may be payable or determined to be payable with respect to maintain any of the Pledged Collateral policies of insurance required pursuant to the Credit Agreement or to pay any premium in whole or part relating thereto, the Administrative Agent may, upon the occurrence and during the continuance of an Event of Default and after notice to the Borrower, without waiving or releasing any obligation or liability of the Grantors hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable and documented out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable in accordance with Section 9.03(a) of the transaction contemplated Credit Agreement by this Agreementthe Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby.

Covenants. The Pledgor hereby covenants Until the Loans and the Hedge Liabilities and all other obligations and liabilities of Borrower under this Loan Agreement, the Notes, the Security Documents, and the other Loan Documents are fully paid and satisfied (except for unasserted indemnification obligations thereunder and except for Hedge Liabilities that during the continuance of this Agreementare Supported Hedge Liabilities under Section 4 (b) above), Borrower and Guarantors shall, unless Lender otherwise consents in writing: (ai) it shall warrant and defend its title Except as contemplated in subclause (vi) below, maintain their existence in good standing in their respective states of incorporation, maintain their authority to the Pledged Collateraldo business in all states in which any is required to qualify, except where such failure to qualify would not reasonably be expected to have a material adverse effect on Borrower or any Guarantors, and maintain full legal capacity to perform all material rights their respective obligations under this Loan Agreement and the security interest Loan Documents, to continue to operate their business as presently conducted, (including the priority thereof) not permit any changes in Borrower’s directors that alter a majority of the Pledgee conferred by this Agreement current directors, () except as contemplated in subclause (vi) below, not permit their dissolution, liquidation, or other termination of existence or forfeiture of right to do business, () not form any subsidiary without notifying Lender in writing at least thirty (30) days in advance, () not permit a merger or consolidation (unless Borrower or Guarantor, as the case may be, is the surviving entity), and to the Pledged Collateral, in each case at the cost () not acquire all or substantially all of the Pledgor against the claims and demands assets of all persons whomsoever;any other entity without first notifying Lender in writing at least thirty (30) days in advance. (b) except Manage the Properties in an orderly and efficient manner consistent with good business practices, and perform and comply in all material respects with all statutes, rules, regulations, and ordinances imposed by any governmental unit upon the Properties or Borrower, Guarantors, and their operations including, without limitation, compliance with all applicable laws relating to the environment. (c) Maintain insurance as otherwise permitted customary in this Agreement the industry or as reasonably required by Lender, including but not limited to, casualty, comprehensive property damage, and commercial general liability, and other insurance, including worker’s compensation (if necessary to comply with law), naming Lender as an additional insured or a loss payee, and containing provisions prohibiting their cancellation without prior written notice to Lender, and provide Lender with evidence of the Finance Documents, it shall not continual coverage of those policies prior to the lapse of any policy. (d) Not sell, assign, transfer, chargeor otherwise dispose of all or any interest in the Properties or any other collateral, pledge except for (i) the sale of hydrocarbons in the ordinary course of business, (ii) the sale or encumber transfer of equipment or inventory in any manner any part the ordinary course of business or that is no longer necessary for the business of Borrower or that is obsolete or replaced by equipment of at least comparable value and use, and (iii) the sale of oil and gas properties having an aggregate sales price not in excess of five percent (5%) of the Pledged Collateral or suffer to exist any encumbrance on then-applicable Borrowing Base per fiscal year, without the Pledged Collateralprior written consent of Lender, other than Permitted Liens; (c) it provided that Lender shall not take unreasonably withhold its consent for any sale, farmout, farmin, or other disposition of any oil and gas properties or any interest therein, so long as: (x) the net sales proceeds received by Borrower are equal to or greater than the Borrowing Base value attributable to the sold properties according to the most-recent Borrowing Base review by Lender; (y) any resulting Borrowing Base deficiency after exclusion of the sale properties from the Company any undertaking or security in respect Borrowing Base is immediately eliminated by a single lump sum payment; and (z) there is no existing Event of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;Default. (e) it shall give at least 30 days’ prior written notice to Pledgee Promptly inform Lender of any (i) change of the location of Pledgorany and all material adverse changes in Borrower’s chief executive officeor any Guarantors’ financial condition, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that all litigation and claims which could reasonably be expected to materially and adversely affect the Pledged Collateralfinancial condition of Borrower, any Guarantor, or the Pledgor’s rights in the Pledged CollateralProperties, the validity, perfection (iii) all actual or priority contingent material liabilities of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement Borrower or any other Finance Document or their ability to exercise the sameGuarantors, (iv) any change in name, identity, or cause an Event structure of Default Borrower or any Guarantors, and (v) any uninsured or partially insured loss reasonably estimated in excess of $500,000.00 of any collateral through fire, theft, liability, or property damage. (f) Maintain full and accurate books and records and a standard system of accounting in accordance with GAAP, and permit Lender to occurexamine, audit, and make and take away copies or reproductions of Borrower’ s and Guarantors’ books and records, reasonably required by Lender, at all reasonable times; andand permit such persons as Lender may designate at reasonable times to visit and inspect the Properties and examine all records with respect to the Properties, and pay for the reasonable cost of such inspections required by Lender. (g) it shall indemnify the Pledgee fromPay and discharge when due all indebtedness and obligations, including without limitation, all assessments, taxes, governmental charges, levies, and hold it harmless againstliens, of every kind and nature, imposed upon Borrower, Guarantors, or the Properties, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a material lien or charge upon the Properties, income, or profits, and pay all trade payables and other current liabilities incurred in the ordinary course of business within ninety (90) days of their due date; provided, however, Borrower and Guarantors will not be required to pay and discharge any such assessment, tax, charge, levy, lien, or claim so long as (i) the legality of the same shall be contested in good faith by appropriate judicial, administrative, or other legal proceedings, and (ii) Borrower or Guarantors have established adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. (h) Not directly or indirectly create, incur, assume, or permit to exist any indebtedness (including guaranties), secured or unsecured, absolute or contingent, except for (i) the indebtedness to Lender, (ii) any trade payables, taxes, and liabilities incurred in the ordinary course of business, (iii) any indebtedness already incurred and disclosed in Borrower’s financial statements for the quarter ended September 30, 2006, (iv) Borrower’s obligations with respect to the potential payment of a purchase price adjustment and its indemnification obligations under the Purchase Agreement dated December 1, 2006 between Borrower and Consolidated Oil Well Services, LLC, (v) obligations under capital leases, transportation deficiencies, or gas imbalances,(vi) indebtedness of up to $500,000.00 for the financing of insurance premiums, (vii) intercompany indebtedness among the Borrower and Guarantors, (viii) the obligations related to Borrower’s Nicaraguan concessions disclosed in Schedule 7(h) attached, (ix) obligations related to Hedge Transactions permitted by this Loan Agreement, and (x) additional indebtedness not to exceed $500,000.00 in the aggregate. (i) Not mortgage, assign, hypothecate, pledge, or encumber, and not create, incur, or assume any lien or security interest on or in, the Properties (or any interest in the Properties), any oil and gas properties included in the calculation of the Borrowing Base, or any of Borrower’s or Guarantors’ property or assets, except (i) those in favor of Lender, and (ii) Permitted Encumbrances. (j) Except for transactions among Borrower and Guarantors, not make any loans, advances, dividends, or other distributions, other than in the ordinary course of business, to any party, including without limitation, shareholders, officers, directors, partners, joint venturers, members, managers, relatives, and affiliates, or any profit sharing or retirement plan. (k) Not purchase, acquire, redeem, or retire any stock or other ownership interest in Borrower; and not permit any transaction or contract with any affiliates or related parties, except in the ordinary course of business and except at arms length and on market terms. (l) Promptly open and maintain at least three depository accounts with Lender, and discuss with Lender moving their primary depository accounts and principal banking relationship to Lender. (m) Timely develop the proved oil and gas properties and undeveloped oil and gas properties in the Project Areas in accordance with the Approved Plan of Development and make capital expenditures on such oil and gas properties in accordance with the Approved Plan of Development. Except to the extent of delays beyond the reasonable control of Borrower, such as acts of god, governmental inaction, restraint, or delay, unavailability of equipment, inability to obtain permits or other regulatory approvals, and the unavailability of rigs, for which Borrower provides evidence of such delays to Lender, Borrower and Guarantors shall diligently proceed to drill and complete each producing and injection well under the Approved Plan of Development and use reasonable diligence to connect each gas well to gathering systems and pipelines to permit the sale and marketing of natural gas in the ordinary course of business. (n) Meet with the Lender from time to time as reasonably requested by Lender to review all operational activities of Borrower and Guarantors with respect to the Properties, the Approved Plan of Development, the Project Areas, and all financial reports. Each review shall be in scope reasonably satisfactory to Lender, but will include at a minimum, an update by Borrower on the development activities made pursuant to the Approved Plan of Development, any requests by Borrower that changes be made to the Approved Plan of Development, any cost or expense overruns or savings, any mechanical problems incurred, and any differences in reserves or production estimates. (o) Indemnify Lender against all losses, liabilities, withholding and other taxes, claims, damages, or expenses (other than income taxes) relating to the Loans, the Loan Documents, or Borrower’s use of the Loan proceeds, including but not limited to reasonable attorneys and other professional fees and settlement costs, but excluding, however, those caused solely by or resulting solely from any gross negligence or willful misconduct by Lender; and this indemnity shall survive the termination of this Loan Agreement. (p) Comply in all material respects with all applicable provisions of ERISA, except as set forth in Schedule 7(p) attached, not violate in any material respect any provision of any Plan, meet their minimum funding requirements under ERISA with respect to each Plan, and notify Lender in writing of the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan. (q) If Borrower acquires any wholly-owned subsidiary or owns any issued and outstanding capital stock or partnership interests of any companies or partnerships, Borrower shall sign and deliver to Lender within fifteen (15) days after such acquisition a pledge agreement in Proper Form, creating a first-priority security interest covering the issued and outstanding capital stock or partnership interests of all existing and hereafter acquired companies, subsidiaries, or partnerships of Borrower, and Borrower shall cause each wholly-owned subsidiary to sign and deliver to Lender within fifteen (15) days after such acquisition a guaranty in substantially the same form as signed by Guarantors in connection with this Loan Agreement, guaranteeing payment of the Loans. (r) Execute and deliver, or cause to be executed and delivered, any and all liabilities with respect toother agreements, instruments, or resulting from any delay documents which Lender may reasonably request in payingorder to give effect to the transactions contemplated under this Loan Agreement and the Loan Documents, any and all stampto grant, exciseperfect, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral and maintain liens and security interests on or in connection with the transaction contemplated by this AgreementProperties and related collateral, and promptly upon Lender’s request cure any defects in the execution and delivery of any Loan Documents.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant Option Holder agrees (i) to resell its indirect interest in the Specified Shares only (x) in accordance with the provisions of Regulation S under the Securities Act, which provide for certain sales outside the United States or to non-U.S. persons or accounts, (y) pursuant to registration under the Securities Act, or (z) pursuant to an available exemption from registration; and defend its title (b) not to engage in hedging transactions with regard to the Pledged Collateral, and all material rights and Specified Shares unless in compliance with the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;Securities Act. (b) except as otherwise permitted in this Agreement or During the Finance DocumentsOption Period and continuing for 15 days thereafter, it without the prior written consent of Option Holder: (i) Seller shall not sell, assigntransfer or otherwise dispose of, transferor mortgage, charge, pledge or otherwise encumber the Givolon Shares or any portion thereof or any interest therein. (ii) Seller shall procure that: (A) Givolon does not issue or create any new shares, equity, registered capital, ownership interest or equity linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest or equity-linked securities of Givolon, or any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), security interest, preemptive right, right of first refusal, or restriction of any kind; (B) the Givolon Shares are not cancelled or otherwise altered; (C) Givolon does not engage in any manner business or enterprise or enter into any part agreement or transaction other than as contemplated by the Framework Agreement and the other Implementing Documents; (D) Givolon maintains its corporate existence separate and apart from Seller and all other persons and entities; (E) Givolon is not party to any merger or consolidation; (F) Givolon does not revoke or amend its election on Form 8832; (G) Givolon does not change it jurisdiction of incorporation and is not dissolved, liquidated or wound up; and (H) no director or shareholder or other corporate action is taken authorizing any of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;foregoing by Givolon. (c) it Seller shall not take from promptly notify Option Holder in writing of the Company any undertaking or security in respect of its liability hereunder or in respect occurrence of any other liability event or circumstance that constitutes or is reasonably likely, with notice or the passage of the Company time, to the Pledgor and the Pledgor shall not prove nor have the right constitute or result in a breach of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementSection 6(b).

Covenants. The Pledgor Until all obligations of the Borrowers, on behalf of, their respective Funds with respect to the Committed Line have been paid in full and the Committed Line has been terminated, unless otherwise consented to in writing by the Bank, each of the Borrowers hereby covenants that during the continuance and agrees as follows for itself (where applicable) and on behalf of this Agreementeach of its respective Funds, but not as to any other Borrower or Funds: (a) it shall warrant and defend its title not at any time to permit (i) the Pledged Collateral, and all material rights and aggregate amount of Total Liabilities of any Fund that are Senior Securities Representing Indebtedness to exceed the security interest (including the priority thereof) Applicable Percentage of the Pledgee conferred by this Agreement in and to Adjusted Net Assets of such Fund or (ii) the Pledged Collateral, in each case at the cost aggregate amount of the Pledgor against Fund’s outstanding Indebtedness to otherwise exceed for the claims and demands of all persons whomsoever;Maximum Amount applicable to such Fund at such time; January 28, 2015 (b) except not to issue any preferred stock or create, incur, assume, suffer to exist, or guarantee, any Indebtedness other than, to the extent permitted by the relevant Prospectus (i) Indebtedness owing to the Bank; (ii) Indebtedness owing to the Custodian of any Borrower or Fund incurred in connection with such custody relationship; (iii) other Indebtedness existing as otherwise permitted in of the date of this Agreement and disclosed on Exhibit C hereto; (iv) preferred stock or Indebtedness issued or incurred with the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part prior written consent of the Pledged Collateral Bank; (v) other Indebtedness incurred in the ordinary course of any Borrower’s or Fund’s business in connection with portfolio investments and investment techniques permissible under the Investment Company Act (and not for the primary purpose of borrowing money), but only to the extent such Indebtedness is reflected as a liability in the calculation of such Borrower’s or Fund’s Adjusted Net Assets; (c) not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien, hypothecation, or other charge or encumbrance upon any of its assets or properties, or enter into any agreement preventing it from encumbering any such assets or properties other than, to the extent permitted by the relevant Prospectus (i) those in favor of the Bank or its affiliates or subsidiaries; (ii) those existing on the Pledged Collateral, other than Permitted Liens; date hereof and described on Exhibit D hereto; (ciii) it shall not take from those in favor of the Company Custodian of any undertaking Borrower or security Fund securing Indebtedness permitted by Section II(1)(b)(ii) above; (iv) those for which the Bank has given its prior written consent; (v) those arising in respect the ordinary course of its liability hereunder any Borrower’s or Fund’s business out of or in connection with portfolio investments and investment techniques securing Indebtedness permitted by Section II(1)(b)(v) above; and (vi) liens for taxes, fees, assessments and other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and with respect of any to which reserves or other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorappropriate provisions as may be required by generally accepted accounting principles are being maintained; (d) it to (i) duly observe and comply in all material respects with all applicable laws, including, without limitation, the Investment Company Act and any asset coverage and borrowing restrictions and restrictions on Indebtedness and extensions of credit contained therein and applicable to any Borrower or Fund, and applicable securities laws and regulations; (ii) pay all taxes and governmental charges prior to the time they become delinquent, unless such taxes or charges are being contested in good faith by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by generally accepted accounting principles are being maintained; (iii) maintain in full force and effect all licenses and permits necessary in any material respect for the proper conduct of its business; (iv) maintain its legal existence and its status as an open-end investment management company registered under the Investment Company Act and its status as a regulated investment company under Subchapter M of the Internal Revenue Code; (v) operate in compliance with its agreement and declaration of trust, by-laws and/or other organizational documents, its Prospectus and all applicable investment policies and restrictions and agreements relating thereto; (vi) (1) not divide (provided that this clause (1) shall furnish not prohibit any Borrower from creating any new portfolio series thereof), or (2) except for Permitted Mergers, not merge or consolidate with or into any entity or purchase all or substantially all of the assets or stock of any entity or sell or otherwise transfer all or any substantial portion of such Borrower’s or Fund’s assets (other than the sale of portfolio assets in the ordinary course of business as described in its Prospectus); (vii) not permit there to Pledgee occur a change in the investment adviser from time the Investment Adviser without the prior written January 28, 2015 consent of the Bank; (viii) not permit there to time statements occur a change in the custodian of any Fund’s assets from the Custodian without the prior written consent of the Bank; (ix) not permit any change in the investment objectives/goals or in the fundamental investment policies or restrictions of any Borrower or Fund as described in its Prospectus, in any such case without the prior written consent of the Bank; (x) comply with all terms and schedules further identifying provisions of all documents evidencing or securing any Indebtedness to or with the Bank; (xi) promptly notify the Bank of any event of default with respect to any Material Indebtedness and describing of any default under, or termination of, any agreement with the Pledged Collateral Custodian or with the Investment Adviser and provide to the Bank a copy of any notice or claim of any such default or termination; (xii) immediately notify the Bank of any material litigation or governmental proceeding or investigation commenced or threatened in writing against any Borrower or Fund; (xiii) immediately notify the Bank of the occurrence of any Default or Event of Default hereunder; and (xiv) maintain with financially sound and reputable insurance companies insurance in such amounts and covering such risks as Pledgee reasonably requests, all in reasonable detailis consistent with sound business practice and industry standards; (e) it shall give to permit the Bank or its representatives and agents to visit and inspect the properties of each Borrower and its respective Funds and to make copies or abstracts from such Borrower’s or Fund’s books and records at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1all such reasonable times and as often as may be reasonably requested; (f) it [reserved]; (g) to provide to the Bank: (i) within 60 days after the end of each semi-annual period in each fiscal year, each Borrower’s or Fund’s semi-annual or annual, as the case may be, financial statements, including a statement of assets, liabilities and investments as of the end of each such period in a form that complies with requirements of the United States Securities and Exchange Commission and, in the case of annual statements, audited by a nationally recognized public accountant firm qualified to audit investment companies registered under the Investment Company Act; (ii) promptly, all proxy materials, reports to shareholders and other information delivered to shareholders of any Borrower or Fund; (iii) promptly, all material reports, documents or other information relating to the financial condition of any Borrower or Fund that are delivered to the United States Securities and Exchange Commission, including in any event, copies of any new Prospectus or registration statement or any material change to any Prospectus or registration statement; (iv) prior to any Loan request and daily not later than 3:00 p.m. (Boston time) on each Business Day during which any Loans shall have been outstanding to any Fund (or more frequently as and when requested by the Bank), a certificate in the form attached as Exhibit B showing compliance by each such Fund with the borrowing limitations in Section I(2) above; and (v) such other financial statements and information as to each Borrower, Fund or the Investment Adviser as the Bank may reasonably request from time to time (all financial statements required hereunder to be prepared in accordance with generally accepted accounting principles consistently applied); (h) execute and deliver such additional instruments and take such further actions as the Bank may from time to time reasonably request to effect the purpose of the Loan Documents and the Loans; (i) not to at any time have any Subsidiaries; January 28, 2015 (j) a Borrower shall not, and shall not consent cause or permit any Affected Person to, (i) violate any Anti-Terrorism Law, (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (iii) use, directly or indirectly, the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any termination other Person, (1) to fund any activities or business of or amendment to the Organizational Documents with any Sanctioned Person or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateralin any Sanctioned Jurisdiction, the Pledgor’s rights (2) in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the samemanner that would result in a violation of Sanctions by any Person, or cause an Event (3) in any way that would violate any Anti-Corruption Law, (iv) deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or (v) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of Default evading or avoiding, or attempt to occurviolate, any prohibition set forth in any Anti-Terrorism Law; and (gk) it to provide such documents and information requested by the Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies. Notwithstanding anything to the contrary in Section II(1)(g) above, but without in any way limiting the rights of the Bank set forth therein, unless the Bank shall indemnify request paper copies of the Pledgee fromfinancial and other information otherwise required to be furnished by the Borrowers to the Bank pursuant to subsections (i) and (ii) of such Section II(1)(g) above, the Borrowers may deliver all such information to the Bank in a printable format by electronic means. The Borrowers may make such electronic delivery by: (i) sending such information as an electronic mail attachment to such electronic mail addresses as shall be designated by the Bank, as applicable; or (ii) notifying the Bank by electronic mail (to such electronic mail addresses as shall be designated by the Bank, as applicable) that the documents are available on a website accessible to the Bank and further indicating a website hyperlink directing the user directly to the referenced documents posted thereon; provided that such information shall be made available on or before the dates specified in said subsections (i) and (ii) of such Section II(1)(g) above. Nothing contained in this paragraph shall require the Bank to maintain copies of the financial and other information referred to in this paragraph, and hold it harmless against, any and all liabilities with respect tothe Bank shall be solely responsible for requesting physical delivery of such information, or resulting from maintaining any delay in payingsuch information, any as applicable. Each of the Borrowers, on behalf of its respective Funds, acknowledges that the distribution of material through an electronic medium is not necessarily secure and all stamp, excise, sales or other taxes which that there may be payable confidentiality and other risks associated with such distribution. In no event shall the Bank or determined to be payable with respect to any of its officers, directors, employees, agents, advisors or representatives have any liability to the Pledged Collateral Borrowers or in connection with Funds for damages of any kind, including without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses arising out of the transaction contemplated by this AgreementBorrowers’ transmission of communications through the internet.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) (i) The Company will indemnify and hold harmless (A) the Remarketing Agent, any member, director, officer, official or employee of the Remarketing Agent, and each person, if any, who controls the Remarketing Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (B) the Authority, any director, officer, official or employee of the Authority and each person, if any, who controls the Authority within the meaning of Section 15 or Section 20 of the Exchange Act (collectively, the “Authority Indemnified Parties”), against any and all losses, claims, damages and liabilities whatsoever caused by any untrue or misleading statement or alleged untrue or misleading statement of a material fact contained in the Reoffering Circular, as it may be amended or supplemented, distributed in connection with the remarketing of the Bonds or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages and liabilities shall warrant and defend its title have been caused by an untrue or misleading statement or omission or an alleged untrue or misleading statement or omission which shall have been based upon (X) with respect to the Pledged Collateralindemnification of the parties referred to in clause (A) above, information relating to the Remarketing Agent furnished to the Company in writing by the Remarketing Agent expressly for use therein and (Y) with respect to the indemnification of the Authority Indemnified Parties, information relating to the Authority furnished to the Company in writing by the Authority expressly for use therein. (ii) The Remarketing Agent agrees to indemnify and hold harmless (A) the Company, any member, director, officer or employee, and all material rights and each person, if any, who controls the security interest (including Company within the priority thereof) meaning of Section 15 of the Pledgee conferred Securities Act or Section 20 of the Exchange Act, and (B) the Authority Indemnified Parties, against any and all losses, claims, damages and liabilities whatsoever caused by this Agreement any untrue or misleading statement or alleged untrue or misleading statement of a material fact contained in and the Reoffering Circular, as it may be amended or supplemented, distributed in connection with the remarketing of the Bonds or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the Pledged Collateralstatements made therein, in light of the circumstances under which they were made, not misleading, in each case at to the cost of extent and only to the Pledgor against extent such untrue or misleading statement or alleged untrue or misleading statement or omission or alleged omission was made in any such documents in reliance upon, and in conformity with, information furnished to the claims and demands of all persons whomsoever;Company in writing by the Remarketing Agent expressly for use in the Reoffering Circular or any amendment or supplement thereto. (biii) except as otherwise permitted in this Agreement or the Finance Documents, it In case any proceeding (including any governmental investigation) shall not sell, assign, transfer, charge, pledge or encumber in be instituted involving any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security person in respect of which indemnity is required pursuant to any of the two preceding paragraphs, such person (hereinafter called the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such indemnified party shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties, unless representation of more than one indemnified party by the same counsel would be inappropriate due to actual or potential differing interests between them, and that all such fees and expenses shall be reimbursed as they are incurred. In the event of such a conflict, such firm shall be designated in writing (x) by the Remarketing Agent in the case of parties indemnified pursuant to (a)(i)(A) of this Section 5, (y) by the Authority in the case of the Authority Indemnified Parties and (z) by the Company in the case of parties indemnified pursuant to (a)(ii) of this Section 5. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses contemplated by the third sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after the receipt by the indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for the fees and expenses to which such indemnified party is entitled hereunder in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (iv) If the indemnification provided for in (a)(i)(A) or (a)(ii)(A) of this Section 5 is unavailable to an indemnified party under such paragraph, in respect of any other liability losses, claims, damages or liabilities referred to therein, then the indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Remarketing Agent, from the remarketing and sale of the Bonds or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Remarketing Agent in connection with the statements or omissions which resulted in such losses, claims, damages and liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Remarketing Agent shall be deemed to be in the same proportion as the total net proceeds from the remarketing and sale of the Bonds (before deducting expenses) received by the Company bear to the Pledgor total commissions received by the Remarketing Agent in connection therewith. The relative fault of the Company, and the Pledgor Remarketing Agent shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company or by the Remarketing Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Remarketing Agent agree that it would not be just and equitable if contribution were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim. Notwithstanding the provisions of this Section, the Remarketing Agent shall not prove nor have be required to contribute any amount in excess of the right amount by which the total price at which the Bonds were remarketed and distributed to the public exceeds the amount of proof, any damages that the Remarketing Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (v) The indemnity and contribution agreements contained in competition with this Section 5 and the Pledgee, for any monies whatsoever owing from representations and warranties of the Company to the Pledgor, shall remain operative and in any insolvency or liquidation, or analogous proceedings under any applicable law, full force and effect regardless of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change any termination of the location of Pledgor’s chief executive officethis Reoffering Agreement, (ii) change any investigation made by or on behalf of Pledgor’s namethe Company or the Remarketing Agent, identity their respective officers or structure directors or any other person controlling the Company or the Remarketing Agent and (iii) reorganization or reincorporation sale and delivery of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with Bonds. (vi) The provisions of this Section 5 shall inure to the transaction contemplated by this Agreementbenefit of the Authority Indemnified Parties as third party beneficiaries.

Covenants. The Pledgor hereby covenants and agrees that during until the continuance later to occur of this (a) the end of the Term, or (b) the payment in full of the Obligations and the termination of the Secured Party’s commitment to advance funds under the Financing Agreement: (a) it shall warrant 6.1 Except as provided herein and defend its title to as permitted under the Pledged CollateralFinancing Agreement, and all material rights and without the security interest (including the priority thereof) prior written consent of the Pledgee conferred by this Agreement in and to the Pledged CollateralSecured Party, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall will not sell, assign, transfer, chargepledge, pledge or otherwise encumber any of its rights in or to the Pledged Collateral or any unpaid dividends or other unpaid distributions or payments with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ therein. 6.2 Pledgor will not, subsequent to the date of this Agreement, other than as permitted in the Financing Agreement, cause or permit the Issuer to issue any shares of capital stock or securities convertible into shares of capital stock, unless and except upon first having obtained the prior written consent of the Secured Party thereto which consent is hereby given for a Reg A securities offering to be made by Borrower for an approximate amount of up to $8,000,000, and any employee stock grants or other normal course of business transactions approved by the Board of Directors subject to Lender’s due diligence requirements regarding purchasers, if applicable. 6.3 Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such action as the Secured Party from time to time may reasonably request in order to ensure to the Secured Party the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary or desirable Uniform Commercial Code financing statements, which may be filed by the Secured Party with or without the signature of Pledgor, and will cooperate with the Secured Party, at ▇▇▇▇▇▇▇’s expense, in obtaining all necessary approvals and making all necessary filings under federal or state law in connection with such Liens or any sale or transfer of the Pledged Collateral. 6.4 Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Secured Party thereon against the claim of any Person and will maintain and preserve such Liens. Stock Pledge Agreement 6.5 Pledgor will, upon obtaining any additional shares of capital stock of the Issuer which are not already Pledged Collateral, promptly (and in any manner event within three (3) Business Days) deliver to the Secured Party a Pledge Amendment, duly executed by Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”), to confirm the pledge of such additional Pledged Securities pursuant to this Agreement; provided, however, that the failure of Pledgor to execute and deliver any part such Pledge Amendment shall not prevent such additional Pledged Securities from being subject to the Lien created by this Agreement. Pledgor hereby authorizes the Secured Party to attach each Pledge Amendment to this Agreement and agrees that all shares of stock listed on any Pledge Amendment delivered to the Secured Party shall for all purposes hereunder be considered Pledged Securities hereunder and shall be included in the Pledged Collateral. 6.6 Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Pledged Collateral owned by it before the same become delinquent or become Liens upon any of the Pledged Collateral except where such taxes, assessments and charges may be contested in good faith by appropriate proceedings and appropriate reserves have been established on Pledgor’s books in accordance with GAAP. 6.7 Pledgor will not create, grant or suffer to exist any encumbrance Lien on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or except those in connection with favor of the transaction contemplated by this AgreementSecured Party.

Covenants. The Pledgor hereby Each Borrower covenants with the Banks and with the Agent as follows:- 12.1. None of the Borrowers will without the Agent’s (acting on the instructions of the Majority Banks (save for Clauses 12.1.1, 12.1.3, 12.1.8, 12.1.9 and 12.1.11 in which case acting on the instructions of all the Banks)) prior written consent:- 12.1.1. create or permit to arise or continue any Encumbrance (including, without limitation, if the Borrowers contemplate in the future to create second priority security over the Vessels any such second priority security over the Vessels) or other third party right on or over all or any part of its present or future assets or undertaking, other than any Permitted Encumbrances existing from time to time; nor 12.1.2. subject to any existing indebtedness that is to be refinanced by the Loan in accordance with the terms of this Agreement and to which that Borrower is to be fully released from (including, without limitation any joint and several liability in respect to loans related to other vessels), incur any other debt for borrowed money, give guarantees or assume lease obligations (including off balance sheet lease obligations) except as contemplated by this Agreement, trade debt to be incurred in the ordinary course of business and unsecured loans from other members of the Group which are subordinated in a manner consistent to that set out in clause 10 of the Guarantee (provided that no Borrower will be in breach of this Clause in the event that it enters into a new facility agreement for the purpose of refinancing the Loan (or its Vessel Loan) provided that on or before any drawdown thereunder the Loan (or its Vessel Loan) has been or will be fully prepaid in accordance with the prepayment provisions in this Agreement); nor 12.1.3. at any time following the occurrence and during the continuance continuation of any Event of Default repay any loans which have been or shall be made to any of the Borrowers by any other member of the Group nor, at any time, grant any security in respect of any such loans; nor 12.1.4. except in the ordinary course of trading of the Vessels and as contemplated by this Agreement, incur any liability to any third party which is in the reasonable opinion of the Agent of a substantial nature; nor 12.1.5. engage in any business other than the ownership, operation, chartering and management of the Vessels; nor 12.1.6. except in the ordinary course of trading of the Vessels and as expressly provided for in the Finance Documents, make any loan nor enter into any guarantee or indemnity or otherwise voluntarily assume any actual or contingent liability in respect of any obligation of any other person (except that the Borrowers may, unless an Event of Default shall have occurred and be continuing, make loans to the Guarantor and other members of the Group); nor 12.1.7. purchase or lease any capital assets or financial assets or make any capital expenditure other than in relation to the Vessels; nor 12.1.8. at any time after the occurrence and during the continuation of an Event of Default or at any time when the Guarantor is not in compliance with the financial covenants set out at clause 8.2 of the Guarantee, pay any dividends or make any other distributions to shareholders; nor 12.1.9. except in accordance with Clause 6 or Clause 8, sell or otherwise dispose of any Vessel or any shares in any Vessel; nor 12.1.10. except in respect to a change to a member of the Group or a change in commercial management pursuant to a pool arrangement, permit any change in the identity of the Managers from that advised to the Agent at the date of this Agreement:, such consent not to be unreasonably withheld; nor 12.1.11. permit any mergers or consolidations of the Security Parties which might reasonably be expected to have a material adverse effect on the ability of the Banks or the Security Trustee on their behalf to enforce their rights under the Finance Documents; nor 12.1.12. save for as contemplated by this Agreement, assign, novate or encumber or in any other way transfer any of its rights or obligations under any Master Agreement. For the avoidance of doubt, Clauses 12.1.2 and 12.1.4 shall not prohibit the Borrowers from entering into any Transaction or other interest rate hedging transactions permitted by Clause 7.16. 12.2. Each Borrower undertakes to inform the Agent as soon as reasonably practicable of the occurrence of any Ownership Mandatory Prepayment Event. 12.3. For the purpose of the Finance Documents, the market value of the Vessels shall be mutually agreed between the Borrowers and the Agent (acting on the instructions of the Majority Banks) from time to time during the Facility Period. If at any time during the Facility Period the Borrowers and the Agent (acting on the instructions of the Majority Banks) fail to agree on the market value of any Vessel, the market value of that Vessel shall for the purpose of the Finance Documents be the value certified by an independent and reputable sale and purchase broker nominated by the Borrowers from the list set out in Schedule 3 or as otherwise approved by the Agent (acting on the instructions of the Majority Banks). Any such valuation shall be addressed to the Agent and may be made without physical inspection on the basis of a sale of that Vessel for prompt delivery for cash at arm’s length on normal commercial terms as between a willing seller and a willing buyer and free of any existing charter or other contract of employment. Notwithstanding the above, the aforesaid valuations shall take into account the charter or other contract of employment if such Vessel is (i) a Very Large Ore Carrier; (ii) a containership of 10,000 or more TEU; or (iii) is of a type for which there is no active sale and purchase market. 12.4. If the Borrowers (a) it shall warrant fail to nominate any sale and defend its title purchase broker acceptable to the Pledged CollateralAgent pursuant to Clause 12.3 within seven (7) days of being required to do so by the Agent by notice in accordance with Clause 17, or (b) if the Agent (acting on the instructions of the Majority Banks) does not accept the valuation of a Vessel determined pursuant to Clause 12.3, the Borrowers irrevocably authorise the Agent to appoint such sale and purchase broker as the Banks may in their discretion consider appropriate from the list set out in Schedule 3 and undertake promptly on request to supply to the Agent and to any such broker such information concerning that Vessel, its condition and its employment as the Agent and the broker may reasonably require. The market value in the case of (ii) above shall be the average of the two (2) valuations of that Vessel. 12.5. The Borrowers shall be liable for all reasonable costs and expenses incurred by the Agent in obtaining any valuations from time to time required pursuant to Clauses 12.3 and 12.4, and shall reimburse the Agent in respect of all material rights such costs and expenses from time to time on demand, provided only that the security interest Borrowers shall not be liable for the costs and expenses incurred in determining the market value of each Vessel pursuant to Clause 12.3 and 12.4 more than one (including 1) time in any consecutive period of twelve (12) months following the priority thereof) date of the Pledgee conferred by this Agreement unless an Event of Default shall have occurred and be continuing, in and which event the Borrowers shall be liable for the costs of obtaining all valuations from time to time as reasonably required by the Agent. 12.6. The Borrowers will supply or procure that the Guarantor supplies to the Pledged CollateralAgent from time to time during the Facility Period (i) the Group’s unaudited quarterly consolidated financial statements, in each case at no later than ninety (90) days from the cost end of the Pledgor against quarter to which they relate (other than any quarter ending on 31 December of each fiscal year during the claims Facility Period, which do not need to be provided) and demands (ii) the Group’s audited annual consolidated financial statements for each of the Group’s financial years, in each case no later than one hundred twenty (120) days from the end of the financial year to which they relate. The Borrowers will in addition provide on the request of the Agent from time to time such information and explanations as may from time to time be reasonably requested by the Agent as to the operation of the Vessels, and will procure that the Agent be given general information and explanations relating to the Guarantor and to all other companies and vessels in the Group. For the avoidance of doubt, the Borrowers are single purpose entities and will not provide audited annual reports and accounts or individual quarterly financial statements. 12.7. The Borrowers will permit the Agent and its agents to review the Borrowers’ operating and insurance records from time to time during the Facility Period on reasonable notice and during normal business hours in the place in which the records are to be reviewed, and shall reimburse the Agent from time to time on demand in respect of all persons whomsoever; costs and expenses incurred by the Agent in doing so, provided only that the Borrowers shall not be liable for the costs and expenses incurred in relation to more than one (b1) except as otherwise permitted such review in each consecutive period of twelve (12) months following the date of this Agreement unless an Event of Default shall have occurred and be continuing, in which event the Borrowers shall be liable for all such costs and expenses from time to time incurred by the Agent. 12.8. The Borrowers shall have complete discretion to enter into charterparties covering the Vessels for periods that they may select. If requested to do so by the Agent (acting on the instructions of the Majority Banks) at any time following the occurrence and during the continuation of an Event of Default, each relevant Borrower will promptly execute and deliver in favour of the Banks (or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part Security Trustee on their behalf) a specific assignment of the Pledged Collateral or suffer to exist benefit of any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security such charterparty in respect of its liability hereunder or Vessel in respect such form as the Agent (acting on the instructions of the Majority Banks) may reasonably require, and will give notice of each such assignment to, and procure the acknowledgement of each such notice by, the charterer. 12.9. The Borrowers will immediately notify the Agent in writing of:- 12.9.1. the occurrence of any other liability Event of Default, any action, suit, arbitration or administrative proceeding against any of the Company Borrowers which would, or would be likely to have a materially adverse effect on the Pledgor business, assets, or financial condition of that Borrower; and 12.9.2. any incident relating to any Vessel which results or is anticipated to result in damage to that Vessel in excess of two million Dollars ($2,000,000), and the Pledgor shall not prove nor have the right of proofwill, in competition each case, provide the Agent with all relevant details in connection with the Pledgeesame. 12.10. The Borrowers will procure that, for following the occurrence and during the continuation of any monies whatsoever owing from Event of Default, all Earnings are paid to such accounts at such bank as the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee Agent may from time to time statements direct to the Borrowers. 12.11. The Borrowers will as and schedules further identifying and describing from the Pledged Collateral as Pledgee reasonably requests, all in reasonable detaildelivery of a Vessel:- 12.11.1. procure that each Vessel remains for the remaining duration of the Facility Period subject to a SMS; (e) it shall give at least 30 days’ prior written notice to Pledgee 12.11.2. maintain a valid and current SMC for that Vessel throughout the remaining Facility Period; 12.11.3. procure that each Company for that Vessel maintains a valid and current DOC throughout the remaining Facility Period; and 12.11.4. immediately notify the Agent in writing of any withdrawal, suspension or cancellation of the SMC of that Vessel or the DOC of any Company of that Vessel or the change of identity of any Company of that Vessel. 12.12. The Borrowers will as and from the delivery of a Vessel:- 12.12.1. procure that that V▇▇▇▇▇ maintains for the remaining duration of the Facility Period a valid ISSC; and 12.12.2. procure that that V▇▇▇▇▇’s security system and associated security equipment complies with the applicable requirements of Chapter XI-2 of SOLAS and Part A of the ISPS Code. 12.13. The Borrowers shall: 12.13.1. comply in all respects with all laws to which they may be subject (including all applicable environmental laws relating to the Vessels and their operation), if (except as regards Sanctions, to which Clause 12.13.2 applies, and anti-corruption and anti-bribery laws to which Clause 12.13.3 applies) failure so to comply would materially impair their ability to perform their respective obligations under the Finance Documents; 12.13.2. comply and shall procure that each other Security Party shall comply in all respects with all Sanctions provided that the undertakings given herein shall apply to the benefit of any Finance Party only to the extent that the receipt and acceptance by that Finance Party of the undertakings in this Clause does not result in any violation of, conflict with or liability under (i) change of the location of Pledgor’s chief executive office, Council Regulation (EC) 2271/1996; (ii) change if applicable, Council Regulation (EC) 2271/1996 of Pledgor’s name, identity or structure 22 November 1996 (as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and any provisions of the Sanctions and Anti-Money L▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; or (iii) reorganization section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or reincorporation a similar anti-boycott statute; and 12.13.3. conduct and shall procure that each other Security Party conducts its businesses in compliance with applicable anti-corruption and anti-bribery laws and maintain policies and procedures designed to promote and achieve compliance with such laws. 12.14. The Borrowers shall file all requisite tax returns and pay all tax which becomes due and payable (except where contested in good faith). 12.15. The Borrowers shall comply with the Convention for the duration of Pledgor under the laws Facility Period. 12.16. If: 12.16.1. the introduction of another jurisdictionor any change in (or in the interpretation, in each case from administration or application of) any law or regulation made after the information specified in Part B date of Schedule 1this Agreement; (f) it shall not consent to 12.16.2. any termination of change in the status of, or amendment to the Organizational Documents or other organizational documents composition of the Company that could reasonably be expected to adversely affect shareholding in, a Security Party after the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection date of this Agreement; or 12.16.3. a proposed assignment or priority transfer by a Bank of the security interests any of the Pledgee in the Pledged Collateral, the its rights and remedies of the Pledgee obligations under this Agreement to a party that is not a Bank prior to such assignment or transfer, obliges the Agent or any other Finance Document Bank or their ability any Swap Provider (or, in the case of Clause 12.16.3, any prospective new Bank) to exercise comply with “know your customer” or similar identification procedures in circumstances where the samenecessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or any Bank or any Swap Provider supply, or cause an Event procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of Default to occur; and any Bank or any Swap Provider) or any Bank (gfor itself or, in the case of the event described in Clause 12.16.3, on behalf of any prospective new Bank) it shall indemnify or any Swap Provider in order for the Pledgee fromAgent, and hold it harmless againstsuch Bank, such Swap Provider or, in the case of the event described in Clause 12.16.3, any prospective new Bank to carry out and be satisfied it has complied with all liabilities with respect tonecessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. Each Bank and Swap Provider shall promptly upon the request of the Agent supply, or resulting from any delay procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in paying, any order for the Agent to carry out and be satisfied it has complied with all stamp, excise, sales necessary “know your customer” or other taxes which may be payable or determined similar checks under all applicable laws and regulations pursuant to be payable with respect to any the transactions contemplated in the Finance Documents. The Borrowers shall also promptly upon request of the Pledged Collateral Agent or any Bank supply, or procure the supply of such documentation and other evidence as is reasonably requested by the Agent or any Bank in connection with or order for the transaction Agent or such Bank to carry out all ongoing and necessary “know your customer” or similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreementin the Finance Documents.

Covenants. The Pledgor hereby covenants Except to consummate a Change of Control Transaction pursuant to which the then-outstanding shares of Series A Preferred Stock will receive the Series A Preference Amount (for the avoidance of doubt it being understood that during the continuance payment of the Initial Preferred Payment shall be deemed to provide for the full payment of the Series A Preference Amount for purposes of this AgreementSection A.7 of this Article Fourth), the Corporation shall not, and shall not permit its subsidiaries to (in each of (a)-(n) of this Section A.7 of this Article Fourth, by merger, consolidation, operation of law or otherwise), without first having provided written notice of such proposed action to each holder of outstanding shares of Series A Preferred Stock and having obtained the affirmative vote or written consent of the holders of a Majority Preferred Interest: (a) it shall warrant and defend its title effect any voluntary, or approve or fail to the Pledged Collateralcontest any involuntary, and all material rights and the security interest (including the priority thereof) liquidation, dissolution or winding up of the Pledgee conferred by this Agreement in Corporation and its subsidiaries or consent or agree to the Pledged Collateral, in each case at the cost any of the Pledgor against the claims and demands of all persons whomsoeverforegoing; (b) effect or permit the effectiveness of the occurrence of any Insolvency Event; (c) amend, alter or repeal (whether by merger, consolidation, operation of law, or otherwise) any provision of, or add any provision to, this Amended and Restated Certificate of Incorporation (including, without limitation, increasing the total number of shares of Preferred Stock that the Corporation shall have the authority to issue) or the bylaws of the Corporation as in effect on the Closing Date, in each case, the effect or result of which would materially and adversely affect any of the designations, preferences, powers and/or the relative, participating, optional or other special rights of, or the restrictions provided for the benefit of, the Series A Preferred Stock set forth in this Article Fourth; (d) purchase, repurchase or redeem any shares of Common Stock (other than pursuant to equity incentive agreements with employees of the Corporation or its subsidiaries approved by the Board of Directors and entered into in the ordinary course of business) or any other capital stock or equity securities of the Corporation (other than the Series A Preferred Stock) or any of its subsidiaries (other than subsidiaries that are directly or indirectly wholly owned by the Corporation), except as to the extent that such purchases, repurchases or redemptions, in the aggregate, together with any Junior Dividends permitted by Section A.4(b) of this Article Fourth, during any Transactional Year do not exceed the Junior Payment Cap; (e) other than Junior Dividends permitted by Section A.4(b) of this Article Fourth and transactions otherwise permitted in by Section A.7(i) of this Agreement Article Fourth, pay any compensation to, or the Finance Documentsmake any loans or advances to, it shall not sellor make any investments in, assignor incur any indebtedness from (including by issuing any debt securities to), transfer, charge, pledge any Family Shareholders or encumber in any manner any part members of the Pledged Collateral Corporation’s or any of its subsidiaries’ management who are, or are affiliated with, any Family Shareholders, in each case, which payments, loans, advances, investments or incurrences are not made in the ordinary course of business consistent with past practice; (f) renew, incur, guarantee, amend, extend or waive any indebtedness for borrowed money, other obligations evidenced by notes, bonds, debentures or other similar instruments or capital leases, or create, incur or suffer to exist any encumbrance liens or other encumbrances on any assets, property or equity securities of the Corporation or any of its subsidiaries in order to secure any such indebtedness, other obligations or capital leases, in each case, except for (i) such indebtedness, other obligations or capital leases existing on the Pledged CollateralClosing Date (including, for the avoidance of doubt, indebtedness incurred on the Closing Date in connection with the consummation of the transactions contemplated by the Merger Agreement), (ii) such indebtedness, other obligations or capital leases incurred to Refinance the indebtedness, other obligations or capital leases referenced in the foregoing clause (i) (such indebtedness, other obligations and capital leases, “Refinancing Indebtedness”), so long as, in the case of this clause (ii), such Refinancing Indebtedness is (A) scheduled to mature no earlier than Permitted Liens; the indebtedness, other obligations or capital leases being Refinanced, and (cB) it shall not take from is in an aggregate principal amount that is equal to or less than the Company any undertaking aggregate principal amount then outstanding under the indebtedness, other obligations or security capital leases being Refinanced including fees and expenses related thereto, (iii) capital leases entered into, or other trade payables arising, in respect the ordinary course of business, (iv) such indebtedness or other obligations of the Corporation owing to one or more of its liability hereunder direct or in respect indirect wholly owned subsidiaries, or such indebtedness or other obligations of any other liability of the Company such subsidiaries owing to the Pledgor and the Pledgor shall not prove nor have the right Corporation or one or more of proofits other direct or indirect wholly owned subsidiaries, in competition with the Pledgee, for (v) any monies whatsoever owing from the Company to the Pledgor, in any insolvency borrowings made or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee indebtedness incurred from time to time statements after the Closing Date under the A/R Facility or the revolving credit facility available under the Credit Agreement, or Refinancing Indebtedness with respect thereto, (vi) so long as the Leverage Ratio is no greater than 3.5 (after giving effect to any incurrence of indebtedness or other obligations proposed to be incurred pursuant to this clause (vi)), such indebtedness or other obligations in an aggregate amount not to exceed $100 million, the proceeds of which are used solely to design, construct and schedules further identifying and describing equip the Pledged Collateral as Pledgee reasonably requestsNew World Headquarters, all (vii) such indebtedness or other obligations, the proceeds of which are used solely to redeem (in reasonable detail; whole or in part) the Series A Preferred Stock, (eviii) it shall give at least 30 days’ prior any indebtedness or other obligations consented to in writing by the affirmative vote or written notice to Pledgee of any (i) change consent of the location of Pledgor’s chief executive officeMajority Preferred Interest, and (iiix) change of Pledgor’s nameany amendment, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the sameextension, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable waiver with respect to any of the Pledged Collateral indebtedness, other obligations or capital leases permitted pursuant to the foregoing clauses (i) through (viii) so long as any such amendment, extension or waiver does not (A) result in connection such indebtedness, other obligation or capital lease maturing earlier, and (B) result in an increase in the aggregate principal amount then outstanding under such indebtedness, other obligations or capital leases (other than an increase permitted under clause (vii) or clause (viii) hereof); (g) issue any new, reclassify any existing Equity Interests into, or issue any Equity Interests or indebtedness or debt securities convertible into, Equity Interests senior or pari passu to the Series A Preferred Stock; (h) other than Permitted Issuances, issue any new Equity Interests that constitute, or issue any Equity Interests or indebtedness or debt securities convertible into, any Junior Stock (other than pursuant to equity incentive agreements with employees of the Corporation or its subsidiaries approved by the Board of Directors and entered into in the ordinary course of business), unless the proceeds from any such issuance are used to repay any existing Senior Indebtedness and, to the extent excess proceeds are available after any required repayment of Senior Indebtedness, redeem Series A Preferred Stock; (i) enter into any transaction, agreement or arrangement with any affiliate of the Corporation or any of its subsidiaries or any Family Shareholder or other holder of Equity Interests, other than any such transaction, agreement or arrangement that is on an arm’s length basis or is otherwise on terms more favorable to the Corporation; (j) settle any litigation, action or other proceeding, unless such settlement does not involve a guilty plea or any acknowledgement of wrongdoing on the part of the Corporation or any of its subsidiaries or any holder of Series A Preferred Stock; (k) own, directly or indirectly, less than 100% of the capital stock or other equity securities of American Greetings, or sell, transfer, lease or license all or substantially all of the assets of, the Corporation, on the one hand, or American Greetings and its subsidiaries, on the other hand, or any of their respective successors, unless proceeds from any such event are utilized to redeem all of the then-outstanding shares of Series A Preferred Stock in full; (l) enter into any agreement to do any of the foregoing that is not expressly made conditional on obtaining the affirmative vote or written consent of a Majority Preferred Interest; (m) in the event a Default Triggering Event has occurred and is continuing, (i) acquire or purchase any assets, properties, entities or Equity Interests, (ii) effect the sale, transfer or license of any assets or properties of the Corporation or any of its subsidiaries, (iii) incur or approve any capital expenditures, (iv) effect any corporate or other restructurings or reorganizations, (v) commence or settle any litigation, arbitration or administrative proceeding, in each case, that is reasonably likely to be material to the Corporation and its subsidiaries, taken as a whole, (vi) terminate or amend or modify in a manner that is materially adverse to the Corporation or its subsidiaries any material contract to which the Corporation or any of its subsidiaries is a party, (vii) adopt or amend any non-equity compensation, severance or other benefit plans, (vii) enter into or develop a material new line of business of, or cease any material line of business of, the Corporation, (ix) appoint or remove a Person as the Corporation’s auditor, or make any material change to the Corporation’s accounting policies that is not required by GAAP, (x) hire or terminate any of the senior management of the Corporation or its subsidiaries, (xi) change the size of the Board of Directors, (xii) otherwise take any action outside the ordinary course of business consistent with past practice, or (xiii) approve any operating or capital expenditure budget or management plans for the Corporation or any of its subsidiaries (any such plan approved by the Majority Preferred Interest, an “Approved Plan”); provided, however, that approval of the Majority Preferred Interest shall not be required for (A) purchases or sales of inventory in the ordinary course of business, (B) capital expenditures with respect to the repair and replacement of equipment and machinery necessary to operate in the ordinary course of business, (C) purchases, sales, transfers, licenses or capital expenditures pursuant to contractual obligations in effect as of the date of Default Triggering Event, (D) renewals, incurrences, or amendments of any indebtedness permitted under Section A.7(f) of this Article Fourth, (E) actions reasonably necessary to operate the Corporation’s and its subsidiaries’ businesses in the ordinary course that are consistent with the transaction contemplated Corporation’s and its subsidiaries’ then financial condition (including applicable cash needs) and are determined by the Board of Directors or officers of the Corporation, acting in good faith, to be in the best interests of the Corporation and its subsidiaries, their respective creditors and holders of the Series A Preferred Stock, and (F) any other action taken in accordance with an Approved Plan; or (n) effect a Change of Control Transaction in which the holders of Series A Preferred Stock will not receive the Series A Preference Amount as required by Section A.5(b) of this AgreementArticle Fourth. Unless the prior consent of the holders of a Majority Preferred Interest is received, any of the matters prohibited by paragraphs (a)-(n) of this Section A.7 of this Article Fourth shall be null and void ab initio and of no force or effect. Further, the Corporation shall not, by amendment, alteration or repeal of this Amended and Restated Certificate of Incorporation (whether by merger, consolidation, operation of law, or otherwise) or through any Liquidation Event, any Change of Control Transaction or any other reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, agreement or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Article Fourth by the Corporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series A Preferred Stock against impairment. In the event of any Change of Control Transaction in which the Corporation is not the continuing or surviving corporation or entity, proper provision shall be made so that such continuing or surviving corporation or entity shall agree to carry out and observe the obligations of the Corporation hereunder with respect to the Series A Preferred Stock.

Covenants. The Pledgor hereby covenants that during 5.1 As soon as practicable after the continuance date of this Agreement: (a) it , the Company shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) call a meeting of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost Shareholders of the Pledgor against Current Funds (the claims "Shareholders Meeting") to consider and demands act on this Agreement. The Board of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability Trustees of the Company to the Pledgor shall recommend that Shareholders approve this Agreement and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction transactions contemplated by this Agreement. Approval of this Agreement by the Shareholders of each Current Fund will authorize the Company, and the Company hereby agrees, to vote on the matters referred to in Sections 5.2 and 5.3 for the corresponding New Fund. 5.2 The Trust's trustees shall authorize the issuance of, and each New Fund shall issue, prior to the Closing, one New Fund Share in each New Fund Class of each New Fund to the Company in consideration of the payment of $1.00 per share for the purpose of enabling the Company to vote on the matters referred to in Section 5.3; 5.3 Immediately prior to the Closing, the Trust (on its own behalf and with respect to each New Fund or each New Fund Class, as appropriate) shall enter into a Master Investment Advisory Agreement, a Master Administrative Services Agreement, Master Distribution Agreements, a Custodian Agreement and a Transfer Agency and Servicing Agreement; shall adopt plans of distribution pursuant to Rule 12b-1 of the 1940 Act, a multiple class plan pursuant to Rule 18f-3 of the 1940 Act and shall enter into or adopt, as appropriate, such other agreements and plans as are necessary for each New Fund's operation as a series of an open-end investment company. Each such agreement and plan shall have been approved by the Trust's trustees and, to the extent required by law, by such of those trustees who are not "interested persons" of the Trust (as defined in the 1940 ▇▇▇) ▇▇d by the Company as the sole shareholder of each New Fund. 5.4 The Trust shall file with the SEC one or more post-effective amendments to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and the 1940 Act, as amended (the "Registration Statement"), which will contain such amendments to such Registration Statement as are determined by the Trust to be necessary and appropriate to register the New Fund Shares to be issued pursuant to Section 2.1 of this Agreement, and shall use its best efforts to have such post-effective amendment or amendments to the Registration Statement become effective prior to the Closing.

Covenants. The Pledgor hereby covenants that during Each of the continuance of this AgreementBeneficial Owners and the Supporting Shareholders, severally and not jointly: (a) it shall warrant and defend its title agrees, prior to the Pledged CollateralExpiration Time, and all material rights and not to knowingly take any action that would make any representation or warranty of such person contained herein untrue or incorrect or have or could have the security interest (including effect of preventing, impeding or interfering with or adversely affecting the priority thereof) performance by such person of the Pledgee conferred by its or his obligations under this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverAgreement; (b) except as otherwise permitted in this Agreement irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Finance DocumentsMerger that such person may have with respect to such person’s Securities (including, it shall not sellwithout limitation, assign, transfer, charge, pledge or encumber in any manner any part rights under Section 238 of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted LiensCICL); (c) it shall not take from agrees to permit the Company any undertaking to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such person’s identity and beneficial ownership of Shares or security in respect of its liability hereunder or in respect of any other liability equity securities of the Company to the Pledgor and the Pledgor shall not prove nor have the right nature of proofsuch person’s commitments, arrangements and understandings under this Agreement, in competition with each case, if Parent reasonably determines it is required by applicable Law or the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency SEC (or liquidation, or analogous proceedings under any applicable law, of the Pledgorits staff); (d) it agrees and covenants that such person shall furnish promptly notify Parent of any new Shares and other securities of the Company with respect to Pledgee from time to time statements and schedules further identifying and describing which beneficial ownership is acquired by such person, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailCompany after the date hereof; (e) it shall give at least 30 days’ prior written notice to Pledgee the extent such person is, or whose ultimate shareholder is, deemed to be a resident of any the PRC under the Laws of the PRC, such person shall, as soon as practicable after the date hereof, use his reasonable best efforts to (i) change submit an application to the State Administration of Foreign Exchange of the location PRC (“SAFE”) for the registration of Pledgor’s chief executive office, his holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of the SAFE Rules and Regulations and (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under complete such registration prior to the laws of another jurisdictionRollover Closing, in each case from case, to the information specified in Part B of Schedule 1extent such registration was not previously completed; (f) it agrees that, upon request of Parent, such person shall not consent to execute and deliver any termination of additional documents, consents or amendment to the Organizational Documents or other organizational documents of the Company that could instruments and take such further actions as may reasonably be expected deemed by Parent to adversely affect be necessary or desirable to carry out the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority provisions of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occurAgreement; and (g) it shall indemnify agrees further the Pledgee from, Parent Shares issued hereunder will be subject to terms and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales conditions determined by Parent (including a shareholders agreement of Parent or other taxes which may be payable definitive governance or determined to be payable with respect to similar agreements governing the relationship between the shareholders of Parent following the Rollover Closing) and such person shall enter into any of the Pledged Collateral or in connection with the transaction contemplated agreement requested by this AgreementParent relating thereto.

Covenants. The Pledgor hereby covenants that during So long as any of the continuance of this AgreementSecured Obligations shall remain unpaid or unsatisfied, RareGen shall: (a) it shall warrant preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and will qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have an adverse effect on the Litigation, RareGen’s financial condition or the collection of any Litigation Proceeds; (b) at its own cost and expense, take such action and execute, acknowledge and deliver such agreements, instruments or other documents as Holdings may from time to time reasonably require in order (i) to perfect and protect or maintain the perfection of the security interest in the Collateral and (ii) to enable Holdings to enforce its rights in respect of the Collateral in accordance with the terms hereof; (c) do all things reasonably necessary at the written request of Holdings so that Holdings will have a perfected security interest in RareGen’s share of any judgment obtained in the Litigation, subordinated only to any security interest of Senior Funder in the Collateral, and to establish Holdings’ priority in RareGen’s share of any judgment obtained in the Litigation under applicable procedural law or court rules; (d) at its own cost and expense, take any and all actions necessary to defend its title to the Pledged Collateral, Collateral against all parties and all material rights and to defend the security interest (including of Holdings in the Collateral and the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor thereof against the claims and demands of all persons whomsoever; any Encumbrance or security interest (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from any security interest of Senior Funder in the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailCollateral); (e) it not cease operations, liquidate or dissolve; (f) not merge or consolidate with any other Person without notifying Holdings thereof within three (3) Business Days of the closing of such merger or consolidation; (g) not change its name unless RareGen shall give have given Holdings at least 30 thirty (30) days’ prior written notice of the change; (h) ensure that Holdings has a second priority right in and to Pledgee the Litigation Proceeds, subordinated only to the interests of any Senior Funder in the Litigation Proceeds; (i) change of not (i) assign or transfer any interest in the location of Pledgor’s chief executive officeCollateral, (ii) change make any sale lease or other disposition of Pledgor’s nameany of the Collateral, identity or structure or (iii) reorganization license any of the Collateral or reincorporation of Pledgor under (iv) grant or permit to exist any claims, Encumbrances or security interests (voluntary or involuntary) in or on the laws of another jurisdiction, Collateral other than as set forth in each case from the information specified in Part B of Schedule 1Senior Funder Agreement; (fj) comply in all material respects with applicable laws and regulations and all Orders applicable to it shall not consent where failure to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that comply could reasonably be expected to adversely affect have an adverse effect on the Pledged CollateralLitigation, RareGen’s financial condition or the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority collection of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occurLitigation Proceeds; and (gk) pay and discharge as the same shall become due and payable, all of its obligations and liabilities (except any such amounts that are disputed in good faith by RareGen), including (i) all Tax liabilities, assessments and governmental charges or levies upon it shall indemnify or its properties or assets, unless the Pledgee fromsame are being contested in good faith by appropriate proceedings reasonably diligently conducted, (ii) all lawful claims that, if unpaid, would by law become an Encumbrance not permitted hereunder; and hold it harmless against(iii) all debt, any as and all liabilities with respect to, or resulting from any delay in paying, any when due and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementpayable.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it The Company shall warrant and defend its title to the Pledged Collateralnot, and all material rights and the security interest (including the priority thereof) shall not permit any Subsidiary of the Pledgee conferred by this Agreement Company to, without first having provided written notice of such proposed action to each Investor and having obtained the approval of a majority of the Independent Directors (whether at a meeting of the Board or any committee thereof, or in writing), enter into or commit to enter into any Contract, arrangement or understanding between (x) the Company and to its direct or indirect Subsidiaries, on the Pledged Collateralone hand, and (y) any Investor, any Affiliate of an Investor or any related person within the meaning of Item 404 of Regulation S-K promulgated under the Exchange Act, on the other hand, in each case at case, other than (i) transactions that do not constitute a transaction with a related person within the cost meaning of Item 404 of Regulation S-K promulgated under the Exchange Act (treating each Investor and each of its Affiliates as a related person for such purposes) and (ii) this Agreement, the Registration Rights Agreement, the Convertible Notes and the Management Agreements, and the transactions contemplated by each of the Pledgor against foregoing Contracts (each as in effect on the claims and demands date hereof, without giving effect to any amendment or modification thereto, or waiver thereunder, unless such amendment, modification or waiver was approved by a majority of all persons whomsoeverthe Independent Directors then serving on the Board pursuant to this Section 3.5(a)); (b) except as otherwise permitted in During the period beginning on the date of this Agreement and ending on the earlier of (X) April 13, 2014 and (Y) the date on which the Investors, collectively, Beneficially Own Investor Shares representing less than thirty-five percent (35%) of the Outstanding Stock, the Company shall not, and shall not permit any Subsidiary of the Company to, without first having provided written notice of such proposed action to each Investor and having obtained the prior written consent of the Requisite Investors: (i) (A) acquire or dispose of any corporation, entity, division or other business concern having a value in excess of $10,000,000 in a single transaction or series of related transactions, whether by acquisition or disposition of assets or capital stock, merger, consolidation or otherwise, and whether in consideration of the payment of cash, the issuance of capital stock or otherwise or (B) dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any of its material Subsidiaries or the Finance Documentsfiling for bankruptcy by the Company or any of its Subsidiaries; (ii) replace ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, it shall not sellor any successor thereto, assign, transfer, charge, pledge or encumber in any manner any part as the Chief Executive Officer of the Pledged Collateral Company or suffer to exist maintain the Company’s headquarters outside of New York, New York; (iii) issue any encumbrance on New Shares or issue any Equity Interests in a registration under the Pledged CollateralSecurities Act, whether or not in an underwritten public offering, other than Permitted Liens;(X) registrations pursuant to the Registration Rights Agreement or (Y) the issuance of Equity Interests as consideration in the acquisition of any Person, whether by acquisition of assets or capital stock, merger, consolidation or otherwise, representing immediately following the issuance thereof less than five percent (5%) of the Outstanding Stock; or (civ) it shall incur, assume or guarantee any indebtedness for borrowed money (including pursuant to debt securities issued in registered public offering), except for (A) indebtedness incurred in the ordinary course of business not take from in excess of $20,000,000 in the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company aggregate and (B) repurchase obligations pursuant to the Pledgor and Company’s investments in residential mortgage-backed securities, provided, that such repurchase obligations do not exceed $275,000,000 or such other amount as is established by the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee Board from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementtime.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant The Borrower agrees promptly (and defend its title in any event within 45 days of such change) to notify the Pledged CollateralAdministrative Agent in writing of any change in (i) legal name of any Grantor, and all material rights and (ii) the security interest identity or type of organization or corporate structure of any Grantor, (including iii) the priority thereofjurisdiction of organization of any Grantor, or (iv) the chief executive office of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;any Grantor. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Administrative Agent an updated Perfection Certificate executed by the chief financial officer or the chief legal officer of each of Holdings and the Borrower, setting forth any information required therein that has changed or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(b) and certifying that all UCC financing statements, Intellectual Property Security Agreements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the Security Interests and Liens in the United States under this Agreement for a period of not less than 12 months after the date of such certificate (unless and except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in noted therein with respect to any manner any part of the Pledged Collateral or suffer continuation statements to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;be filed within such period). (c) it shall not The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Company any undertaking or security in respect of its liability hereunder or in respect Security Interest and the rights and remedies created hereby, including the payment of any other liability fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Company to the Pledgor Security Interest and the Pledgor shall not prove nor have the right filing of proof, any financing statements (including fixture filings) or other documents in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency connection herewith or liquidation, or analogous proceedings under any applicable law, of the Pledgor;therewith. (d) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Administrative Agent within 10 Business Days after demand for any payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however, Grantors shall furnish not be obligated to Pledgee reimburse the Administrative Agent with respect to any Intellectual Property Collateral which any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain, in accordance with Section 3.03(g)(iv). Nothing in this paragraph shall be interpreted as excusing any Grantor from time the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to time statements cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and schedules further identifying and describing maintenance as set forth herein, in the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;other Loan Documents. (e) it If at any time any Grantor shall give at least 30 days’ prior written notice take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $10,000,000, to Pledgee secure payment and performance of any (i) change an Account, such Grantor shall promptly assign such security interest to the Administrative Agent for the benefit of the location Secured Parties. Such assignment need not be filed of Pledgor’s chief executive office, (ii) change public record unless necessary to continue the perfected status of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation the security interest against creditors of Pledgor under the laws of another jurisdiction, in each case and transferees from the information specified in Part B of Schedule 1;Account Debtor or other Person granting the security interest. (f) it If any Grantor shall not consent to at any termination time hold or acquire a Commercial Tort Claim with a value in excess of $10,000,000 and for which such Grantor (or amendment predecessor in interest) has filed a complaint in a court of competent jurisdiction, such Grantor shall promptly notify the Administrative Agent in writing signed by such Grantor of the brief details thereof and grant to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights Administrative Agent a security interest therein and in the Pledged CollateralProceeds thereof, all upon the validity, perfection or priority terms of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability pursuant to exercise a document in form and substance reasonably satisfactory to the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementAdministrative Agent.

Covenants. The Until all of the Secured Obligations, both for principal and interest, have been fully paid and satisfied and all agreements of the Agent to extend credit to or for the account of the Borrower have expired or otherwise have been terminated, each Pledgor hereby covenants that during the continuance of this Agreementshall: (a) it shall warrant preserve and defend protect its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement not create, incur, assume, or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer permit to exist any encumbrance liens, encumbrances, security interests, levies, assessments, or charges on the or in any of its Pledged Collateral, other than Permitted Liensexcept liens permitted by the Loan Documents; (c) it shall except as otherwise agreed to by the Agent, not take from the Company sell, encumber or otherwise dispose of or transfer any undertaking or security in respect of its liability hereunder Pledged Collateral, or any right or interest therein, and cause any issuer not to sell, encumber, or otherwise dispose of or transfer any of its voting capital stock or other voting equity interests of foreign issuers owned beneficially and, if applicable, of record by any issuer, or any right or interest therein, and will: (i) cause the issuer(s) of its Pledged Collateral not to issue any other voting stock in addition to or in respect of any other liability substitution for such Pledged Collateral, except to such Pledgor, or in connection with outstanding stock options or with the prior written consent of the Company to the Pledgor Agent; and the Pledgor shall not prove nor have the right (ii) pledge hereunder, immediately upon such Pledgor’s acquisition (directly or indirectly) thereof, any and all additional shares of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency stock or liquidation, or analogous proceedings under any applicable law, other securities of the Pledgorissuers of its Pledged Collateral; (d) it shall furnish appear in and defend, at such Pledgor’s own expense, any action or proceeding that may affect such Pledgor’s title to Pledgee from time to time statements and schedules further identifying and describing or the Agent’s interest in such Pledgor’s Pledged Collateral as Pledgee reasonably requests, all in reasonable detailCollateral; (e) it shall give at least 30 days’ prior written notice to Pledgee promptly pay and discharge all taxes, assessments, and governmental charges or levies imposed on such Pledgor or any of any (i) change of its Pledged Collateral before the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1same become delinquent; (f) it shall not consent procure or execute and deliver, from time to any termination of or amendment time, in form and substance satisfactory to the Organizational Documents Agent, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates, or other organizational documents writings deemed necessary or appropriate by the Agent to perfect, maintain, or protect the Agent’s security interest in such Pledgor’s Pledged Collateral and the priority thereof, and take such other action and deliver such other documents, instruments, and agreements pertaining to such Pledgor’s Pledged Collateral as the Agent may reasonably request to effectuate the intent of this Agreement; (g) if the Company that could reasonably be expected Agent gives value to adversely affect the enable such Pledgor to acquire rights in or use of any of its Pledged Collateral, use such value only for such purpose; and (h) keep separate, accurate, and complete records of its Pledged Collateral and provide the Agent with access thereto with the right to make extracts therefrom and provide the Agent with such other information pertaining to such Pledgor’s rights Pledged Collateral as the Agent may reasonably request from time to time. The Agent may, in its discretion at any time and from time to time, at the Pledgors’ expense, pay any amount or do any act required of any Pledgor hereunder or otherwise lawfully requested by the Agent to (i) enforce any Loan Document or collect any Secured Obligations; (ii) protect, insure, maintain, or realize upon any Pledged Collateral, ; or (iii) defend or maintain the validity, perfection validity or priority of the security interests of the Pledgee Agent’s Liens in the any Pledged Collateral, the rights including any payment of a judgment or any discharge of a Lien. All payments, costs, and remedies expenses (including extraordinary expenses) of the Pledgee Agent under this Agreement Section shall be jointly and severally payable by the Pledgors immediately without notice or demand, shall constitute additional Secured Obligations secured hereby, and shall bear interest from the date incurred to the date of payment thereof at the rate specified in the Credit Agreement. Any payment made or action taken by the Agent under this Section shall be without prejudice to any other Finance Document or their ability right to exercise the same, or cause assert an Event of Default or to occur; and (g) it exercise any other rights or remedies under the Loan Documents. No payment made or action taken by the Agent under this Section shall indemnify in any way obligate the Pledgee from, and hold it harmless against, Agent to take any and all liabilities further or future action with respect tothereto. The Agent, in making any payment hereby authorized, may do so according to any ▇▇▇▇, statement or resulting estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim and may request reimbursement thereof from any delay in paying, any Pledgor for the amount of such sums and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementamounts so expended.

Covenants. The Pledgor hereby Issuer covenants that during the continuance of this Agreementand agrees that: (a) Until the end of the Potential Purchase Period (as defined below), neither it nor any of its affiliated purchasers (as defined in Rule 10b-18 under the Exchange Act) shall warrant and defend its title directly or indirectly (which shall be deemed to include the writing or purchase of any cash-settled or other derivative or structured Share repurchase transaction with a hedging period, calculation period or settlement valuation period or similar period that overlaps with the Transaction) purchase, offer to purchase, place any bid or limit order relating to a purchase of or commence any tender offer relating to Shares (or any security convertible into or exchangeable for Shares) without the prior written approval of Dealer or take any other action that would cause the purchase by Dealer of any Shares in connection with this Agreement not to qualify for the safe harbor provided in Rule 10b-18 under the Exchange Act (assuming for the purposes of this paragraph that such safe harbor were otherwise available for such purchases); provided that (w) Issuer may enter into a share repurchase transaction substantially identical to the Pledged CollateralTransaction with another dealer or its affiliate (such other dealer, and all material rights including any such affiliate, the “Other Dealer”) on the date hereof, (x) Issuer may enter into an open-market stock repurchase agreement (together, the “OMR Agreements”) with each of Dealer and the security interest (including Other Dealer on or following the priority thereof) date hereof and prior to the end of the Pledgee conferred by this Agreement Calculation Period (any such transaction or agreement described in and to clause (w) or (x), together, the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b“Other Transactions”) except so long as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change no “Observation Date” under such Other Transactions with the Other Dealer is an Observation Date hereunder and (ii) repurchases on any day pursuant to any such OMR Agreement shall be limited to a gross amount of (1) USD 2,000,000 from, and including, the Trade Date to, but excluding, November 8, 2013, (2) USD 1,000,000 from, and including, November 8, 2013 to, but excluding January 17, 2014 and (3) USD 2,000,000 on or after January 17, 2014, (y) Issuer may, pursuant to its employee incentive compensation plans, reacquire shares in connection with the related equity transactions thereunder or withhold Shares to cover tax liabilities associated with such equity transactions and such plans and (z) an agent independent of Issuer may purchase Shares effected by or for an issuer plan of Issuer in accordance with the requirements of Section 10b-18(a)(13)(ii) under the Exchange Act (with “issuer plan” and “agent independent of the location issuer” each being used herein as defined in Rule 10b-18). “Potential Purchase Period” means the period from, and including, the Trade Date to, and including, the latest of Pledgor’s chief executive office(i) the last day of the Calculation Period, (ii) change the earlier of Pledgor’s name(A) the date ten Exchange Business Days immediately following the last day of the Calculation Period and (B) the Scheduled Valuation Date, identity or structure or (iii) reorganization if the Settlement Amount is negative and Buyer does not validly elect to net share settle its obligation to deliver Settlement Shares, the Observation Date on which the Cash Settlement Balance is reduced to zero, (iv) if the Settlement Amount is negative and Buyer validly elects to net share settle its obligation to deliver Settlement Shares, the Observation Date on which Issuer satisfies its delivery obligations under Section 8 and (v) if an Early Termination Date occurs or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent Transaction is cancelled pursuant to any termination of or amendment to the Organizational Documents or other organizational documents Article 12 of the Company that could reasonably be expected Equity Definitions, a date determined by Dealer in its commercially reasonable discretion and communicated to adversely affect Issuer no later than the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementExchange Business Day immediately following such date.

Covenants. The Pledgor hereby So long as the Aggregate Debt shall remain unpaid, and --------- subject to the requirements of confidentiality contained in the Letter of Intent dated February __, 1996, MSOL covenants that during the continuance of this Agreementand agrees as follows: (a) it MSOL shall permit Global to examine all of MSOL's records pertaining to the Collateral at any time and to copy or make extracts from said records as Global deems necessary; (b) MSOL shall not, without the prior written consent of Global, grant or permit any security interest in any of the Collateral to anyone except Global, including, but not limited to, purchase money security interests to trade creditors; (c) MSOL shall not, without the prior written consent of Global, enter into any borrowing arrangements of any kind or nature, including, but not limited to, contingent liability on any debt, other than trade debt incurred in the ordinary course of its business; (d) MSOL will execute and furnish to Global, promptly upon request, such instruments including, without limitation, other instruments of mortgage, assignment, hypothecation and pledge in addition to those specifically provided for herein as Global may from time to time reasonably require. Global shall, at its own expense, prepare or cause such instruments to be prepared. MSOL shall also take all further actions as Global may reasonably require from time to time in order to create, evidence, perfect, maintain, protect and preserve the security interest of Global provided for herein and the property encumbered thereby, to warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in thereto and to evidence the Pledged Collateral, in each case at the cost obligations of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailMSOL thereunder; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor MSOL will maintain and preserve its corporate existence under the laws of another jurisdiction, every jurisdiction in each case from the information specified in Part B of Schedule 1which it does business; (f) MSOL shall keep accurate and complete records of the Collateral and, on request, furnish Global with statements showing a detailed balance sheet and income statement. Should the merger negotiations terminate and should Global begin the development of competing products or otherwise enter into competition with MSOL, Global agrees that it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s enforce its rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andprovision; (g) it shall indemnify MSOL will immediately notify Global of any event or circumstance which reasonably could be deemed to have a materially adverse effect on MSOL's financial condition, the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or MSOL's ability to perform their agreements and obligations under the Loan Documents; (h) MSOL shall not, without the prior written consent of Global, issue any shares of its capital stock in connection with addition to those outstanding on the transaction contemplated by date of this Agreement. (i) MSOL shall notify Global in writing prior to the time there is any change of name, identity, or business structure of MSOL including the addition of any trade names; (j) In the event of a breach of any covenant contained in this Article 3, Global shall give MSOL written notice pursuant to the provisions of this Agreement of such default. MSOL shall have five business days to cure such default from the effective date of such notice.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title Each Pledgor agrees to (i) furnish to the Pledged CollateralCollateral Agent prompt written notice of any change in: (A) its corporate or organization legal name, (B) its identity or type of organization, (C) its organizational identification number, (D) its jurisdiction of organization or (E) the location of its chief executive office if it is not a registered organization; provided, that such Pledgor shall not effect or permit any such change unless all filings have been made, or will have been made within 30 days following such change (or such longer period as the Collateral Agent may agree in its reasonable discretion), under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and all material rights and the perfected security interest (including in all the priority thereof) Article 9 Collateral in which a security interest may be perfected by such filing, for the benefit of the Pledgee conferred by this Agreement in Secured Parties and to (ii) promptly notify the Pledged Collateral, in each case at the cost Collateral Agent if any material portion of the Pledgor against the claims and demands of all persons whomsoever;Article 9 Collateral is damaged or destroyed. (b) except as otherwise permitted in this Agreement or Subject to the Finance Documentsrights of such Pledgor under the Loan Documents to Dispose of Collateral, it shall not selleach Pledgor shall, assignat its own expense, transfer, charge, pledge or encumber in any manner any part use commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Pledged Collateral or suffer to exist Agent, for the benefit of the Secured Parties, in the Article 9 Collateral and the priority thereof against any encumbrance on the Pledged Collateral, other than Lien that is not a Permitted Liens;Lien. (c) it shall not Each Pledgor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Company any undertaking or security in respect of its liability hereunder or in respect Security Interest and the rights and remedies created hereby, including the payment of any other liability fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the Company to the Pledgor Security Interest and the Pledgor shall not prove nor have filing of any financing statements or other documents in connection herewith or therewith. Without limiting the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, generality of the Pledgor;foregoing, each Pledgor hereby agrees to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item that constitutes Copyrights, Patents, Trademarks, Copyright Licenses, Patent Licenses or Trademark Licenses within 90 days following the end of each fiscal quarter (a “Quarterly IP Update”). Each Pledgor agrees that all representations and warranties hereunder shall be true and correct with respect to such Article 9 Collateral on each Quarterly IP Update. (d) Subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into) and in addition to rights under Section 5.07 of the Credit Agreement, after the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the right to share any information it shall furnish gains from such inspection or verification with any Secured Party, subject to Pledgee from time to time statements and schedules further identifying and describing Section 9.12 of the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;First Lien Credit Agreement. (e) it shall give Subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), the Collateral Agent, at least 30 days’ prior written notice to Pledgee of any its option, may (i) change of discharge any past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the location of Pledgor’s chief executive office, Article 9 Collateral and that is not a Permitted Lien and (ii) change pay for the maintenance and preservation of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment Article 9 Collateral to the Organizational Documents or other organizational documents of extent any Pledgor fails to do so as required by the Company that could reasonably be expected to adversely affect the Pledged CollateralFirst Lien Credit Agreement, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Loan Document (and each Pledgor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable and documented payment made or their ability any reasonable and documented out-of-pocket expense incurred by the Collateral Agent pursuant to exercise the sameforegoing authorization); provided, however, that nothing in this Section 3.03(e) shall be interpreted as excusing any Pledgor from the performance of, or cause an Event of Default imposing any obligation on the Collateral Agent or any Secured Party to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless againstcure or perform, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales covenants or other taxes which may be payable or determined to be payable promises of any Pledgor with respect to any of the Pledged Collateral taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in connection with the transaction contemplated other Loan Documents. (f) Each Pledgor (rather than the Collateral Agent or any Secured Party) shall remain liable for the observance and performance of all the conditions and obligations to be observed and performed by this Agreement.it under each contract, agreement or instrument relating to the

Covenants. The Pledgor hereby covenants that during that, until the continuance end of this Agreementthe Security Period: (a) it shall warrant and defend its title will not take or permit to be taken any action whereby the rights attaching to the Pledged CollateralPECs are diluted and it will not approve an increase in the Company’s PECs unless it subscribes for all the PECs issued, unless otherwise provided for in the Credit Agreement and all material rights and provided that, at any time, the security interest (including the priority thereof) PECs shall constitute not more than 55% of the Pledgee conferred aggregate amount of preferred equity certificates issued, from time to time, by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverCompany; (b) except as otherwise permitted in this Agreement it is and will remain the sole, registered and absolute legal and beneficial owner of the PECs, and it will not (nor shall it agree to) transfer (including the transfer of legal title to a trustee or the Finance Documentsa fiduciary), it shall not sell, dispose of, assign, transfer, charge, pledge create or encumber permit to subsist any security over any of the PECs or any part thereof or in any manner way encumber all or any part of the Pledged Collateral PECs (irrespective of whether ranking before or suffer to exist any encumbrance on behind the Pledged CollateralPledge), other than Permitted Lienspursuant to this Pledge Agreement, unless otherwise permitted under the Credit Agreement (it being understood that the Company shall remain able to redeem the PECs); (c) it shall not take from as the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability enforcement of the Company to Pledge may result in the Pledgor transfer of the PECs, it expressly and specifically approves and accepts such transfer and such transferee(s) (including the Pledgor shall not prove nor have Pledgee) as a new holder of the right of proof, PECs in competition accordance with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, terms and conditions of the PledgorPECs; (d) it shall furnish not take any action in respect of the PECs which would reasonably be expected to adversely affect the interest of the Pledgee from time to time statements and schedules further identifying and describing therein in any respect, nor shall it take any action which may prejudice, directly or indirectly, the Pledged Collateral as validity, the effectiveness or the enforceability of the Pledge or the rights of the Pledgee reasonably requests, all under or in reasonable detailconnection with the Pledge or have a material adverse effect on the PECs; (e) it shall give at least 30 days’ prior written notice take all actions which the Pledgee may reasonably request to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, protect the validity, perfection or priority the effectiveness and the enforceability of the security interests of the Pledgee in the Pledged Collateral, Pledge or the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Pledge Agreement.;

Covenants. The Pledgor hereby covenants and agrees that during from and after the continuance of this Agreementdate hereof and until the Obligations are fully, finally and irrevocably paid and performed: (a) it shall warrant a. without the prior written consent of the Bank, the Pledgor will not, except as expressly provided in the last grammatical paragraph of Section 7 of the Loan Agreement, sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Collateral, nor will he create, incur or permit to exist any lien, security interest or encumbrance with respect to any of the Collateral, or any interest therein, except for the lien provided under this Pledge Agreement, and defend its title subject to the Pledged Collateralright of contest set forth in Paragraph 3, the Pledgor will take any action necessary to remove any such lien and all material rights will defend the right, title and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement Bank in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the claims and demands of all persons whomsoeverpersons; b. Pledgor will warrant and defend his ownership of the Collateral and the security interest created by this Pledge Agreement against all claims of all other persons (bother than Bank and persons claiming through Bank) except as otherwise permitted in this Agreement or and will maintain and preserve the Finance Documents, it Collateral and such security interest; c. without the prior written consent of the Bank (which shall not sellbe unreasonably withheld, assignconditioned or delayed), transfer, charge, pledge the Pledgor will not vote to enable KRGLP or encumber Kite Realty to issue any stock or other securities of any nature in any manner any part of exchange or substitution for the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee d. from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requestsPledgor will, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights expense, duly and promptly execute any and all further instruments and documents and take such further action as the Bank may reasonably deem desirable to obtain the full benefits of this Pledge Agreement, including, without limitation, the filing of any financing or continuation statements under any Uniform Commercial Code, and the Pledgor also hereby authorizes Bank to file any such financing statement or continuation statement on his behalf to the extent permitted by applicable law; e. whether before or after any Event of Default, the Pledgor shall hold all payments received upon liquidation or dissolution of KRGLP or Kite Realty or upon any distribution of any capital or property by KRGLP or Kite Realty in respect of the Collateral in trust for the Bank segregated from other funds of the Pledgor, and shall forthwith upon receipt by the Pledgor deliver the same to the Bank in the Pledged Collateralsame form as received by the Pledgor, duly endorsed by the validityPledgor to Bank, perfection or priority if required (any such payments received by the Bank shall be held by the Bank subject to the terms of this Pledge Agreement and shall not be applied to the security interests Obligations except as permitted by Paragraph 6 hereof); f. after the occurrence of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it Default, the Pledgor shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any payments of the Pledged Collateral every kind received under or in connection with any of the transaction contemplated Collateral in trust for the Bank, segregated from other funds of the Pledgor, and shall forthwith upon receipt by this Agreementthe Pledgor deliver the same to the Bank in the same form as received by the Pledgor, duly endorsed by the Pledgor to the Bank, if required; g. subject to the right of contest provided in Paragraph 3, the Pledgor will pay prior to delinquency all taxes and assessments against any of the Collateral; h. the Pledgor will not consent to, or vote for, any modification or amendment to, or the termination, suspension or cancellation of the Partnership Agreement that impairs the Bank’s interest in the Collateral without the prior written approval of Bank; and i. The Pledgor shall cause KRGLP and Kite Realty to enter into an Acknowledgment and Consent in the form attached hereto as Exhibit A. The Pledgor shall cooperate with Bank in such actions undertaken or initiated by Bank as may be reasonably necessary under applicable law so that Bank has a first priority perfected security interest in the Collateral.

Covenants. The Pledgor hereby For so long as the Loans shall remain outstanding, the Borrower covenants that during the continuance of this Agreementand agrees: (a) it shall warrant 5.1 to duly and defend its title punctually perform or cause to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in be performed each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral Obligations and to not permit the acceleration of any indebtedness owed by it to any person other than the Lender; 5.2 to carry such forms of insurance, in such amounts as the Lender may reasonably require, and deliver promptly to the Lender the original policies and/or certificates for any or all such insurance; 5.3 not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance on upon any of its assets or property unless the Pledged Collateral, other than Permitted LiensLender has given the Borrower prior express written consent to do so; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company 5.4 to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive officeduly observe and comply with all applicable laws, (ii) change maintain in full force and effect all licenses and permits necessary in any material respect for the proper conduct of Pledgor’s nameits business, identity or structure or and (iii) reorganization or reincorporation of Pledgor under keep its properties and assets in good repair and insured in such amounts as the laws of another jurisdiction, Borrower deems adequate in each case from the information specified in Part B of Schedule 1its reasonable judgment; (f) it shall not consent 5.5 to any termination of pay all fees, costs and expenses, including attorneys’ fees, incurred or amendment to paid by the Organizational Documents or other organizational documents Lender in connection with the preparation, negotiation and closing of the Company that could reasonably be expected to adversely affect documentation evidencing the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral facilities described herein or in connection with the transaction contemplated administration, enforcement or amendment of such documentation and such facilities; 5.6 to execute and deliver such additional instruments and take such further action as the Lender may reasonably request to effect the purpose of this Agreement and the Notes; 5.7 to submit or cause to be submitted, as appropriate, to the Lender (i) within thirty (30) days of the end of each fiscal quarter in each fiscal year of the Borrower, Borrower’s financial statements with respect to such quarter including balance sheet, income statement and statement of cash flows prepared by this Agreementthe Borrower’s chief financial officer, (ii) within one hundred twenty (120) days of the end of each fiscal year of the Borrower, Borrower’s audited financial statements with respect to such year including balance sheet, income statement and statement of cash flows containing the unqualified opinion of certified public accountants satisfactory to the Lender, (iii) within one hundred twenty (120) days of the end of each fiscal year, copies of its federal and state tax returns, as filed with the appropriate taxing authorities, (iv) on or before April 30th of each year, (x) a personal financial statement in form satisfactory to the Lender with respect to each Guarantor and (y) copies of each Guarantor’s federal and state tax returns, as filed with the appropriate taxing authorities and (v) such other financial statements and information as the Lender may reasonably request; 5.8 to give the Lender immediate notice of the institution of any suit or proceeding involving it that might materially and adversely affect its operations, financial condition, property ort111,ints prospects; 5.9 not to amend its Articles of Organization or By-Laws in a manner which would adversely affect the Lender’s interest in the Collateral without the Lender’s prior written consent; 5.10 to maintain a depository account with the Lender for client funds and channel greater than forty percent (40%) of all client fund transactions through the account; 5.11 to maintain a Debt Service Coverage Ratio at all times equal to or greater than 1.25:1.00, to be measured beginning with the fiscal quarter ending December 31, 2010 and quarterly thereafter; 5.12 to achieve EB1I DA as follows: 5.12.1 of not less than ($1,000,000.00) for the fiscal year ending June 30, 2009, 5.12.2 of not less than $0 for the fiscal year ending June 30, 2010, and 5.12.3 of not less than $2,000,000.00 for the fiscal year ending June 30, 2011 and for each fiscal year thereafter; and 5.13 not to permit to exist any indebtedness except for (i) trade indebtedness incurred in the ordinary course of business; (ii) indebtedness to the Lender; (iii) indebtedness for equipment purchases or capital leases which in each case do not exceed $25,000.00; or (iv) indebtedness to shareholders provided such indebtedness is subordinated in payment priority to indebtedness to the Lender by written agreement satisfactory to the Lender.

Covenants. The Pledgor hereby covenants that during 5.1 Interim Conduct of ANS and each ANS Entity and the continuance ANS Network Services Business. AOL and ANS covenant to use all reasonable efforts to ensure, and to cause each ANS Entity to use all reasonable efforts to ensure that, except (1) as contemplated by this Agreement or (2) with the prior written consent of WorldCom ,which will not unreasonably be withheld, after the date hereof and until the earlier of the termination of this AgreementAgreement pursuant to Article VIII and the Closing Date: (a) it shall warrant and defend its title Subject to the Pledged Collateralother provisions of this Section 5.1, the business of ANS, the ANS Entities and the ANS Network Services Business, including investment practices and policies, will be conducted only in the ordinary course of business consistent with past practice, and AOL, ANS and the ANS Entities will use all reasonable efforts to preserve the ANS Network Services Business and maintain in all material rights respects its existing relations with its customers, suppliers, employees, creditors and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateralbusiness partners, in each case at taking into account the cost existence and announcement of the Pledgor against the claims and demands of all persons whomsoevertransactions referred to herein; (b) except as AOL (with respect to the ANS Network Services Business), ANS and each ANS Entity will continue to make capital expenditures, maintain, upgrade and expand their facilities relating to, and otherwise permitted operate in this Agreement or all material respects, the Finance DocumentsANS Network Services Business in accordance with the budget and plan of ANS for the fiscal year ending June 30, it shall not sell1998, assign, transfer, charge, pledge or encumber in any manner any part a copy of which has been delivered to WorldCom prior to the Pledged Collateral or suffer to exist any encumbrance on date hereof (the Pledged Collateral, other than Permitted Liens"Budget"); (c) it shall not take from Neither AOL, ANS nor any ANS Entity will permit there to be, directly or indirectly, any split, combination or reclassification of the Company any undertaking outstanding shares of capital stock of ANS or security interest in respect of its liability hereunder or in respect securities of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the PledgorANS Entity; (d) it shall furnish Neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will: (i) amend the Certificate of Incorporation or Bylaws of ANS or any ANS Entity; (ii) declare, set aside or pay any dividend or other distribution with respect to Pledgee from time the capital stock of ANS or interest in or securities of any ANS Entity payable in cash, stock, securities or property; (iii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to time statements acquire, any shares of capital stock of any class of ANS or interest in or securities of any ANS Entity; (iv) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any Assets in an amount in any instance or series of related instances exceeding $1,000,000 (measured in terms of net book value) in the aggregate except pursuant to the existing terms of the contracts entered into prior to the date hereof and schedules further identifying and describing set forth on Schedule 5.1(d); or (v) redeem, purchase or otherwise acquire, directly or indirectly, any of the Pledged Collateral capital stock of ANS or interest in or securities of any ANS Entity, except in connection with securities issued as Pledgee reasonably requestscompensation to ANS employees, all in reasonable detailas described on Schedule 5.1(d); (e) it shall give at least 30 days’ prior written notice to Pledgee of Except as shown on Schedule 5.1(e), neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will: (i) change hire or terminate any employees and consultants except in the ordinary course of the location of Pledgor’s chief executive office, business consistent with past practice; (ii) change grant any increase in the compensation or bonus payable or to become payable to any director, officer or employee except in the ordinary course of Pledgor’s name, identity or structure or business and consistent with past practice; (iii) reorganization adopt any new, or reincorporation amend or otherwise increase, or accelerate the payment or vesting of Pledgor the amounts payable or to become payable under any existing AOL or ANS Benefit Plan except in the laws ordinary course of another jurisdictionbusiness and consistent with past practice; (iv) enter into any, or amend any existing, employment, consulting or severance agreement with, or grant any severance or termination pay, to any officer, director or employee except in each case from the information specified in Part B ordinary course of Schedule 1business and consistent with past practice; (v) make any additional contributions to any grantor trust created by AOL or any AOL Entity to provide funding for non-tax-qualified employee benefits or compensation except as required by the terms of any grantor trust of AOL existing on the date hereof; or (vi) provide any new severance program to or increase the benefits under any existing severance program; (f) it Except as would not be Material, and except for releases of guarantees by AOL in favor of ANS which are shown on Schedule 7.3(f) hereto, neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will in any respect modify, amend or terminate any of its Contracts, or waive, release or assign any rights or claims thereto or thereunder; (g) Except as would not be Material, neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will permit any insurance policy naming either of them as a beneficiary or a loss payable payee to be canceled or terminated; (h) Except as set forth on Schedule 5.1(h), neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will, except as provided in the Budget, (i) incur or assume any debt; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except an ANS Entity in an amount exceeding $1,000,000; (iii) make any loans, advances or capital contributions to, or investments in, any other Person (other than a wholly-owned ANS Entity) in an amount exceeding $1,000,000 in the aggregate, or modify any credit policies or practices granted to customers or make any concessions or offer any inducements to accelerate payments; (iv) enter into any financial commitments (including any capital expenditure or asset purchase), except in the ordinary course of business and consistent with past practice; (v) other than in the ordinary course and consistent with past practice, enter into any contract granting any third-party geographic or Material market or programming or content exclusivity; or (vi) enter into any contract that is not terminable without penalty on or prior to December 31, 2000 except in the ordinary course of business consistent with past practice; (i) Except as would not be Material, neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will change any of its Tax or accounting principles or practices (including any changes in depreciation or amortization policies or rates or any changes in any assumptions underlying any method of calculating reserves) unless required by GAAP or applicable law and unless notice thereof is given to WorldCom promptly thereafter; (j) Except as expressly provided in this Agreement, neither AOL (in connection with the ANS Network Services Business), nor ANS nor any ANS Entity will pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of any such claims, liabilities or obligations (i) reflected or reserved against in, or contemplated by, the Balance Sheet in an amount not in excess of that in the Balance Sheet; (ii) incurred in the ordinary course of business since the date of the Balance Sheet in a manner consistent with past practice; (iii) which are legally required to be paid, discharged or satisfied and are in accordance with the terms in existence as of the date of this Agreement; or (iv) out of insurance proceeds; (k) Neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of ANS or any ANS Entity; (l) Except as contemplated by this Agreement, neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will engage in any transaction, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any Related Party, other than those existing as of the date hereof which are listed on Schedule 5.1(l) hereof and except for arm's-length transactions in the ordinary course of business consistent with past practice; (m) Except as would not be Material or as contemplated by Article VI hereof, neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will make any Tax election; (n) Neither AOL, in connection with the ANS Network Services Business, nor ANS nor any ANS Entity will settle any litigation, other proceeding or arbitration requiring a payment in excess of $250,000 individually or $1,000,000 in the aggregate or involving any Material limitation on the future actions of ANS or any ANS Entity or the surrender or compromise of any of their Material rights; (o) Neither AOL nor any of the AOL Entities will take any action which would be prohibited, following Closing, under Section 2 of the Noncompetition and Nonsolicitation Agreement, the form of which appears as Exhibit E, provided that the foregoing shall not consent to prohibit the continued ownership and operation of ANS by AOL as contemplated by this Agreement; (p) Neither AOL, in connection with the ANS Network Services Business, nor ANS nor any termination of ANS Entity will increase or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement establish any reserve for Taxes or any other Finance Document liability on its books or their ability otherwise provided therefor which, if paid in full, would have a Material Adverse Effect; (q) Neither AOL nor ANS nor any ANS Entity will enter into an agreement, contract, commitment or arrangement to exercise do any of the sameforegoing, or cause to authorize, recommend, propose or announce an Event intention to do any of Default to occurthe foregoing; and (gr) it shall indemnify the Pledgee from, and hold it harmless against, Neither AOL nor ANS nor any and all liabilities with respect toANS Entity will act, or resulting from fail or omit to act, so as to cause any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementMaterial Adverse Change.

Covenants. The Pledgor hereby Grantor covenants and agrees with the Trustee and the Holders of the Securities that during from and after the continuance date of this Agreement:Agreement until the earlier of (x) payment in full in cash of each of the first six scheduled interest payments due on the Securities (up to and including the interest payment due on April 15, 2007, but excluding Liquidated Damages, if any) under the terms of the Indenture or (y) payment in cash of Secured Obligations due and owing under the Indenture and the Securities in the event such Secured Obligations become due and payable prior to the payment in full of the first six scheduled interest payments on the Securities (up to and including the interest payment due on April 15, 2007, but excluding Liquidated Damages, if any): (a) it shall will not (and will not purport to) sell or otherwise dispose of, or grant any option, right or warrant and defend with respect to, any of the Collateral or its title to the Pledged Collateralbeneficial interest therein, and all material rights and it will not create or permit to exist any lien or other adverse interest in or with respect to its beneficial interest in any of the Collateral (except for the security interest (including interests granted under this Agreement and any lien arising under the priority thereof) Indenture in favor of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverTrustee); (b) except as it will not (i) enter into any agreement or understanding that restricts or inhibits or purports to restrict or inhibit the Trustee’s rights or remedies hereunder, including without limitation the Trustee’s right to sell or otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part dispose of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other or (ii) fail to pay or discharge when due any tax, assessment or levy of any nature with respect to its beneficial interest in the Collateral not later than Permitted Liens;five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment with respect to such beneficial interest; and (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proofwill not, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give without providing at least 30 days’ five days prior written notice to Pledgee the Trustee, change its name, its place of any (i) change of the location of Pledgor’s business or, if more than one, chief executive office, (ii) or its mailing address or organizational identification number and will not change its type of Pledgor’s nameorganization, identity or structure or (iii) reorganization or reincorporation jurisdiction of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents organization or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementlegal structure.

Covenants. The Pledgor hereby (a) Quark covenants that during and agrees that: (i) it will not grant any interest in the continuance Quark Technology or Joint Technology which is inconsistent with the terms and conditions of this Agreement:, nor shall Quark assign its right, title or interest in or to the Quark Technology or Joint Technology to any Third Party and will use all reasonable precautions to preserve the confidentiality of the Quark Know-How and the Joint Know-How; (aii) it will not grant any Third Party, including any academic organization or agency, any rights to the Quark Compounds or Product (other than research rights with the prior approval of the JSC); (iii) it will not amend or modify the terms of any agreement under which it obtains rights to any of the Quark Technology in a way that materially affects Novartis’ rights under this Agreement without the prior written consent of Novartis; (iv) it will not exercise any right to terminate any agreement under which it obtains rights to any of the Quark Technology, provided such rights fall with the scope of the license(s) granted to Novartis hereunder, without the prior written consent of Novartis, except as provided in Section 10.6; (v) Quark and its Affiliates will comply with, perform and observe in all material respects all obligations under each agreement under which it obtains rights to any of the Quark Technology, and will not commit any act or fail to perform any obligation which would amount to a default or event of default or which, with the giving of notice, the lapse of time or the happening of any other event or condition would become a default or event of default thereunder or give rise to any right of the applicable counterparty to terminate any such agreement or any part thereof; (vi) if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of Quark who participated, or is participating, in the performance of any activities hereunder is on, or is being added to the FDA Debarment List or any of the three (3) FDA Clinical Investigator Restriction Lists referenced in Section 14.3(b), it will provide written notice of this to Novartis within two (2) business days of its becoming aware of this fact; and (vii) it shall warrant maintain insurance with respect to its activities and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by obligations under this Agreement in such amounts as are commercially reasonable in the industry for companies conducting similar business and shall require any of its Affiliates undertaking activities under this Agreement to do the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;same. (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any Each Party covenants that (i) change neither such Party nor, to the actual knowledge of such Party, any employee, agent or subcontractor of such Party to be involved in the Development of the location Quark Compounds or the Products, has been debarred under Subsection (a) or (b) of Pledgor’s chief executive officeSection 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); (ii) change no Person who is known by such Party to have been debarred under Subsection (a) or (b) of Pledgor’s name, identity or structure or Section 306 of said Act will be employed by such Party in the performance of any activities hereunder; and (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents actual knowledge of the Company that could reasonably be expected to adversely affect the Pledged Collateralsuch Party, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to no Person on any of the Pledged Collateral or FDA clinical investigator enforcement lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in connection with the transaction contemplated by this Agreementperformance of any activities hereunder.

Covenants. 6.1 The Pledgor hereby Debtor covenants that during and undertakes to the continuance of this AgreementBank that: (a) it shall warrant and defend its title procure that (i) all of the assets forming part of the Custody Assets shall, subject to the Pledged Collateralterms of the CSD, at all times be held in safe custody in the Custody Account by the Custodian under the terms of the Custodian Agreement, and all material rights and the security interest (including the priority thereofii) such assets will not be commingled with any other assets of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverCustodian; (b) except it shall not, save with the prior written consent of the Bank, use or seek to use the Custody Assets for any purpose other than as otherwise permitted in this Agreement or by the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) subject to the provisions of the Finance Documents permitting the Debtor to receive certain distributions, it shall not take procure that the proceeds of sale of any part of the Securities and any dividend, interest or other income or other asset derived from the Company any undertaking Securities shall be held on trust for the Bank and shall be deposited or security in respect of its liability hereunder or in respect of any other liability transferred to the Custodian so as to form part of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the PledgorCustody Assets; (d) promptly upon receipt of any report, accounts, circular, offer or notice received by the Debtor in respect of, or which may affect, the Collateral, it shall furnish deliver a copy to Pledgee from time the Bank with notice that it relates to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailthis agreement; (e) it shall give at least 30 days’ not, save with the prior written notice to Pledgee consent of any the Bank or except as permitted by the Finance Documents: (i) change in any way, except as set out in this agreement, sell or otherwise dispose of or create any Encumbrance over the location Collateral, the Custody Assets or any part thereof or agree to any extent to sell, dispose of Pledgor’s chief executive office, or encumber the Collateral or any part thereof; (ii) change of Pledgor’s namenegotiate, identity settle or structure waive any claim for loss, damage or other compensation affecting the Collateral, the Custody Assets or any part thereof; (iii) reorganization issue any instructions to the Custodian except as set out in this agreement in any respect in relation to the Collateral, Custody Assets or reincorporation the Custodian Agreement; or (iv) terminate or amend or agree or permit any termination or amendment of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1Custodian Agreement; (f) it shall not consent notify the Bank of any Event of Default (and the steps, if any, being taken to remedy it) or of any termination of other event which gives rise, or amendment to the Organizational Documents or other organizational documents of the Company that could may reasonably be expected to adversely affect give rise, to a claim on or under the Pledged Collateral, the Pledgor’s rights in the Pledged Collateraleach case, the validity, perfection or priority promptly upon becoming aware of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andits occurrence; (g) it shall indemnify do everything in its power to prevent any person other than the Pledgee fromBank from becoming entitled to claim any right over the Collateral or any part thereof; (h) immediately upon written request from the Bank, and hold it harmless against, any and all liabilities with respect toshall deliver to the Bank, or resulting to its order, such other documents as the Bank shall reasonably require from any delay in paying, any and all stamp, excise, sales time to time to protect or other taxes which may be payable maintain or determined as the Bank shall require from time to be payable with respect time to enforce any of the Pledged Collateral security interests created hereunder; (i) subject to the Finance Documents it will not do, or cause or permit to be done or omit to do, anything which may adversely affect or prejudice the rights title, security or interest that the Bank has in connection with the transaction contemplated Collateral; and (j) promptly comply with, observe and perform all the obligations assumed by this Agreementit under the Custodian Agreement and not, without the prior written consent of the Bank, make or agree to any amendment, waiver, release or determination of the Custodian Agreement or permit any breach or default thereof to exist. 6.2 The covenants and undertakings given in clause 6.1 are continuing covenants and undertakings throughout the Security Period.

Covenants. 5.1 The Pledgor hereby Borrower covenants and agrees that during the continuance of this Agreement:Term and until all the Principal Indebtedness and/or outstanding interest has been repaid to the City in full, (a) it the Borrower shall warrant remain a valid and defend its title to existing corporation in accordance with the Pledged Collateral, and all material rights provincial laws of Ontario and the security interest (including the priority thereof) federal laws of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverCanada applicable therein; (b) except the Borrower shall use the funds advanced under the LOC as otherwise permitted contemplated by this Agreement for lawful purposes and only in accordance with the terms and conditions set out in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted LiensAgreement; (c) it the Borrower shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of pay all amounts owing (including interest, costs and any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings applicable charges) under any applicable law, of the Pledgorthis Agreement; (d) it the Borrower shall furnish comply with all tax statutes administered by the Ministry of Finance of Ontario and shall file all returns required to Pledgee from time to time statements be filed under all provincial tax statutes and schedules further identifying properly remit all taxes due and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailpayable under such statutes; (e) it the Borrower shall give at least 30 days’ prior promptly provide, upon written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case request from the City, all data, documents and information specified requested by the City from time to time concerning the Borrower’s financial condition and any other documents and/or information as the City may deem necessary in Part B of Schedule 1its sole and absolute discretion; (f) it shall not consent to at any termination of time, the City may conduct an audit, investigation or amendment inquiry in relation to the Organizational Documents or other organizational documents LOC and the Borrower shall co-operate with the City and provide free access to such staff, documents, books, records and accounts as may be requested by the City; (g) the Borrower shall promptly notify the City of the Company that could reasonably be expected to adversely affect existence or occurrence of any event, which with the Pledged Collateralpassage of time, the Pledgor’s rights giving of notice, or both, would constitute a Default pursuant to this Agreement; (h) the Borrower shall promptly notify the City of any event or change in the Pledged Collateral, the validity, perfection or priority financial condition of the security interests Borrower which may result in a Material Adverse Event in the financial condition of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occurBorrower; and (gi) it the Borrower shall indemnify promptly notify the Pledgee fromCity of the occurrence or threatened occurrence of any litigation, dispute, arbitration, proceeding or other circumstance the result of which, if determined adversely, would be a judgment or award against it, and hold it harmless against, from time to time provide the City with all information requested by the City concerning any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementsuch proceedings.

Covenants. The Pledgor 8.1 So long as the Discharge of Project Debt Obligations has not occurred, Purchaser hereby covenants agrees that during it will not modify or amend any of the continuance of this Agreement: Purchaser’s Security Documents, without the Financing Parties’ prior express written consent (a) it shall warrant and defend its title other than to conform the Purchaser’s Security Documents to modifications or amendments to the Pledged Collateral, and all material rights and Financing Parties’ security documents to the security interest (including the priority thereof) extent consistent with Section 17.2.1 of the Pledgee conferred by this Agreement in and to Agreement). The Financing Parties shall notify Purchaser of any such modifications or amendments. 8.2 So long as the Pledged CollateralDischarge of Project Debt Obligations has not occurred, in each case at Purchaser shall not, without the cost prior written consent of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance DocumentsFinancing Parties, it shall not sell, assign, or otherwise transfer, chargein whole or in part, pledge or encumber any rights in the Purchaser’s Security Documents to any manner any other Person unless (1) such action is made in connection with an assignment of the Agreement to such Person that is permitted in accordance with the terms of the Agreement, (2) such action is made expressly subject to the Subordination Agreement and (3) the transferee expressly acknowledges to the Financing Parties, by a writing in form and substance reasonably satisfactory to the Financing Parties, the subordination provided for in the Subordination Agreement and agrees to be bound by all of the terms thereof. 8.3 The Financing Parties agree to hold that part of the Pledged Collateral that is in their possession or suffer control (or in the possession or control of their agents or bailees) to exist the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code as bailee for Purchaser (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code) and any encumbrance on assignee of Purchaser, solely for the Pledged Collateral, other than Permitted Liens; (c) it purpose of perfecting the security interest granted under the Purchaser’s Security Documents. The Financing Parties shall have no obligation whatsoever to Purchaser to ensure that the Collateral is genuine or owned by any of the Owner Parties or to preserve rights or benefits of any Person except as expressly set forth in this Paragraph 8.3. The duties and responsibilities of the Financing Parties to Purchaser under this Paragraph 8.3 shall be limited solely to holding the Collateral as bailee in accordance with this Paragraph 8.3 and delivering the Collateral upon a Discharge of Project Debt Obligations as provided in the Subordination Agreement. The Financing Parties acting pursuant to this Paragraph 8.3 shall not take from the Company any undertaking or security have a fiduciary relationship in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementPurchaser.

Covenants. The Pledgor hereby covenants that during (a) During the continuance period from the date hereof until the Closing Date (as the same may be extended in accordance with the terms of this Agreement), Seller shall: (ai) it shall warrant and defend its title be permitted to enter into, amend, modify, renew or extend any agreements with respect to all or any portion of the Property provided that such agreements will expire or terminate by their terms on or prior to the Pledged CollateralClosing Date or, in the case of Contracts, may be terminated by the owner of the Property without penalty upon not more than thirty (30) days’ (or less) prior notice unless the same are deemed in good faith to be necessary by Seller to respond to an emergency at the Premises; (ii) be permitted to enter into, amend, modify, renew or extend any Space Leases with respect to all or any portion of the Property provided that such Space Leases will expire or terminate by their terms on or prior to the Closing Date; (iii) maintain in full force and effect the insurance policies currently in effect with respect to the Premises (or replacements continuing similar coverage); (iv) operate, manage and maintain the Premises in a manner consistent in all material rights and respects with past practice, except that Seller shall not be required to make any capital improvement or replacement to the security interest Premises (including the priority thereof) of the Pledgee conferred by this Agreement in unless, and to the Pledged Collateralextent, in each case required to remedy unsafe conditions at the cost of Premises); and (v) comply and otherwise perform all obligations in all material respects under any existing financing secured by the Pledgor against the claims and demands of all persons whomsoever;Premises. (b) During the period from the date hereof until the Closing Date (as the same may be extended in accordance with the terms of this Agreement), Seller shall not, to the extent the same would be binding on or affect the Premises or any owner thereof after the Closing, except as otherwise permitted under Section 9(a), without Purchaser’s prior written approval in this Agreement each instance, which approval shall not be unreasonably withheld, conditioned or delayed: (i) voluntarily subject the Property to any additional liens, encumbrances, covenants, restrictions or easements which would not constitute Permitted Encumbrances; and (ii) enter into any employment contract, service contract or any other agreement with respect to all or any portion of the Property; (iii) amend or modify (other than non-material amendments or modifications) or renew or extend any Contracts existing on the date hereof; (iv) enter into any new Contracts or Space Leases; or (v) cause the number of Employees at the Property to increase in any material respect or make any material changes in the salaries, wages or benefits paid to the Employees at the Property other than (A) as provided for in the applicable CBAs, (B) as required by applicable law, or (C) as determined by Seller if necessary for the reasonable and prudent operation of the Property or the Finance Documents, it shall not sell, assign, transfer, charge, pledge conduct of Seller’s or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;its affiliates’ business therefrom. (c) Seller covenants and agrees that it shall not take from use commercially reasonably efforts to vacate the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability Premises as soon as reasonably practicable following the occurrence of the Company to “Closing” (as such term is defined in the Pledgor and Operating Agreement); provided, that in no event shall Seller vacate the Pledgor shall not prove nor have Premises later than the right of proof, in competition with date that is six (6) months following the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, occurrence of the Pledgor;“Closing” (as such term is defined in the Operating Agreement). (d) it shall furnish Whenever in Section 9(b) Seller is required to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgorobtain Purchaser’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable approval with respect to any transaction described therein, Purchaser shall notify Seller of the Pledged Collateral its approval or disapproval within ten (10) business days after receipt of Seller’s request therefor and all agreements to be entered into in connection therewith. If Purchaser fails to notify Seller of its disapproval of any such transaction within said ten (10) business day period with the transaction contemplated by this Agreementreasonable basis therefor, then Purchaser shall be deemed to have approved same (except with respect to matters set forth in Section 9(b)(i) above, with respect to which Purchaser shall be deemed to have disapproved the same).

Covenants. The Pledgor hereby covenants that during a. Obligor shall at all times: (i) be the continuance sole owner of this Agreement: (a) it shall warrant each and defend its title to the Pledged every item of Collateral, and all material rights and (ii) defend the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the claims and demands of all persons whomsoever; and (biii) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any case of tangible property constituting part of the Pledged Collateral, (A) properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to RZB against such risks as such Collateral may be subject to, or as RZB may request, under policies containing loss payable clauses naming RZB as loss payee as its interests may appear and otherwise in form and substance satisfactory to RZB, and providing that: (1) all proceeds thereof shall be payable to RZB, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy, and (3) such policy and loss payable clause may not be cancelled or amended except upon ten days' prior written notice to RZB. b. Obligor will comply with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located. c. Obligor will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, until notice terminating such authority is given by RZB to Obligor, (i) accounts may be collected in the ordinary course of business as heretofore conducted and (ii) inventory or farm products may be sold in the ordinary course of business as heretofore conducted. d. Obligor will give RZB not less than 30 days prior written notice of (i) any change in (A) its name, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral or suffer its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, and (iii) each new location of any Collateral. Obligor will give RZB prompt notice of any loss or depreciation in the value of any of the Collateral. Set forth on Schedule A annexed hereto are all trade names or trade styles used by Obligor, the location of Obligor's chief executive office, all locations of Collateral and all locations of Obligor's books and records. e. At any time and from time to exist time (i) RZB may and is hereby authorized to transfer into or register in the name of itself or its nominee any encumbrance on instruments, investment property or documents constituting a part of the Pledged Collateral without notice to Obligor, (ii) RZB may receive and retain all Distributions (as hereinafter defined in Section 15), (iii) Obligor will permit representatives of RZB during normal business hours to inspect its premises and books and records pertaining to the Collateral and make extracts from and copies of such books and records, and (iv) upon request, Obligor will enter into warehousing, lockbox or other custodial arrangements satisfactory to RZB. f. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Obligor's agents or processors, Obligor shall, and RZB shall also have the right to, notify such warehouseman, bailee, agent or processor of the security interests created hereby and obtain the agreement of all such persons that they hold and will hold possession of such Collateral for the benefit of RZB and deliver the same at the direction of RZB without further consent of the Obligor. g. Obligor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as RZB may reasonably require in order to reflect the security interest granted hereby. h. Obligor will immediately deliver and pledge to RZB or RZB's agent each instrument, now owned or hereafter acquired, appropriately endorsed to RZB or RZB's agent. i. Obligor shall use its best efforts to cause to be collected from its account debtors and other than Permitted Liens; obligors, as and when due, any and all amounts owing under or on account of each account, each general intangible, each payment intangible, each supporting obligation, each right to payment of money, each chattel paper and each instrument (cincluding, without limitation, all of the foregoing items which are delinquent, such delinquent items to be collected in accordance with lawful collection procedures) it and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such items. Upon RZB's request at any time, any such amounts so collected by Obligor shall be promptly remitted to RZB, in precisely the form received (except for endorsement by Obligor when required), and until so remitted to RZB, shall be held by Obligor in trust for RZB, and shall not take from be commingled with other funds or property of Obligor, and RZB shall be entitled to apply such amounts to the Company Obligations in such manner as RZB in its sole discretion shall determine. Obligor will not renew or extend the time of payment of, or consent or agree to any undertaking reduction of the amount payable with respect to, any account or security other item mentioned above in respect this paragraph without the written consent of its liability hereunder RZB. The costs and expenses (including, without limitation, attorneys' fees) of collection, whether incurred by Obligor or RZB, shall be borne by Obligor. j. Upon request by RZB, Obligor will promptly notify (and Obligor hereby authorizes RZB so to notify) each account debtor or obligor in respect of any other liability account, general intangible, payment intangible, supporting obligation, right to payment of money, chattel paper or instrument that such Collateral has been assigned to RZB hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to RZB or its designee. k. Obligor will, promptly upon request, provide to RZB all information and evidence it may reasonably request concerning the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, and in particular the Pledgor’s rights in accounts, to enable RZB to enforce the Pledged Collateral, the validity, perfection or priority provisions of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. The Pledgor hereby covenants that during a. Obligor shall at all times: (i) be the continuance sole owner of this Agreement: (a) it shall warrant each and defend its title to the Pledged every item of Collateral, and all material rights and (ii) defend the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the claims and demands of all persons whomsoever; and (biii) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any case of tangible property constituting part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (cA) it properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to RZB against such risks as such Collateral may be subject to, or as RZB may request, under policies containing loss payable clauses naming RZB as loss payee as its interests may appear and otherwise in form and substance satisfactory to RZB, and providing that: (1) all proceeds thereof shall be payable to RZB, (2) such insurance shall not take from the Company be affected by any undertaking act or security in respect neglect of its liability hereunder Obligor or in respect of any other liability owner of the Company to the Pledgor property described in such policy, and the Pledgor shall (3) such policy and loss payable clause may not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency be cancelled or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 amended except upon ten days’ prior written notice to Pledgee RZB. b. Obligor will comply with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located. c. Obligor will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, until notice terminating such authority is given by RZB to Obligor, (i) accounts may be collected in the ordinary course of business as heretofore conducted and (ii) inventory or farm products may be sold in the ordinary course of business as heretofore conducted. d. Obligor will give RZB not less than 30 days prior written notice of (i) any change of in (A) its name, identity or corporate structure, (B) the location of Pledgorits chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, and (iii) each new location of any Collateral. Obligor will give RZB prompt notice of any loss or depreciation in the value of any of the Collateral. Set forth on Schedule A annexed hereto are all trade names or trade styles used by Obligor, the location of Obligor’s chief executive office, all locations of Collateral and all locations of Obligor’s books and records. e. At any time and from time to time (i) RZB may and is hereby authorized to transfer into or register in the name of itself or its nominee any instruments, investment property or documents constituting a part of the Collateral without notice to Obligor, (ii) change of Pledgor’s nameRZB may receive and retain all Distributions (as hereinafter defined in Section 15), identity or structure or (iii) reorganization or reincorporation Obligor will permit representatives of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent RZB during normal business hours to any termination of or amendment inspect its premises and books and records pertaining to the Organizational Documents Collateral and make extracts from and copies of such books and records, and (iv) upon request, Obligor will enter into warehousing, lockbox or other organizational documents of the Company that could reasonably be expected custodial arrangements satisfactory to adversely affect the Pledged Collateral, the Pledgor’s rights RZB. f. If any Collateral is at any time in the Pledged Collateralpossession or control of any warehouseman, bailee or any of Obligor’s agents or processors, Obligor shall, and RZB shall also have the validityright to, perfection notify such warehouseman, bailee, agent or priority processor of the security interests created hereby and obtain the agreement of all such persons that they hold and will hold possession of such Collateral for the benefit of RZB and deliver the same at the direction of RZB without further consent of the Pledgee in Obligor. g. Obligor shall keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise m▇▇▇ such books and records in such manner as RZB may reasonably require in order to reflect the rights security interest granted hereby. h. Obligor will immediately deliver and remedies of the Pledgee under this Agreement pledge to RZB or any RZB’s agent each instrument, now owned or hereafter acquired, appropriately endorsed to RZB or RZB’s agent. i. Obligor shall use its best efforts to cause to be collected from its account debtors and other Finance Document or their ability to exercise the sameobligors, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, as and hold it harmless againstwhen due, any and all liabilities amounts owing under or on account of each account, each general intangible, each payment intangible, each supporting obligation, each right to payment of money, each chattel paper and each instrument (including, without limitation, all of the foregoing items which are delinquent, such delinquent items to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such items. Upon RZB’s request at any time, any such amounts so collected by Obligor shall be promptly remitted to RZB, in precisely the form received (except for endorsement by Obligor when required), and until so remitted to RZB, shall be held by Obligor in trust for RZB, and shall not be commingled with other funds or property of Obligor, and RZB shall be entitled to apply such amounts to the Obligations in such manner as RZB in its sole discretion shall determine. Obligor will not renew or extend the time of payment of, or consent or agree to any reduction of the amount payable with respect to, or resulting from any delay in paying, any and all stamp, excise, sales account or other taxes which may item mentioned above in this paragraph without the written consent of RZB. The costs and expenses (including, without limitation, attorneys’ fees) of collection, whether incurred by Obligor or RZB, shall be payable borne by Obligor. j. Upon request by RZB, Obligor will promptly notify (and Obligor hereby authorizes RZB so to notify) each account debtor or determined obligor in respect of any account, general intangible, payment intangible, supporting obligation, right to payment of money, chattel paper or instrument that such Collateral has been assigned to RZB hereunder, and that any payments due or to become due in respect of such Collateral are to be payable with respect made directly to any RZB or its designee. k. Obligor will, promptly upon request, provide to RZB all information and evidence it may reasonably request concerning the Collateral, and in particular the accounts, to enable RZB to enforce the provisions of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. The Pledgor hereby Buyer covenants that during the continuance of this Agreementand agrees as follows: (a) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) The Buyer will notify AUGI whenever any of the Pledgee conferred by this Agreement Collateral is removed from the location in and to the Pledged Collateral, in each case which it is delivered at the cost of Closing, except for temporary periods in the Pledgor against the claims normal and demands of all persons whomsoever;customary use thereof. (b) except The Buyer will, in all material respects, maintain, preserve and keep the Collateral which are tangible property (whether owned in fee or a leasehold interest) in good repair and working order, reasonable wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions so that at all times the economic efficiency thereof will be maintained and will pay and discharge all taxes, levies and other impositions levied thereon as otherwise permitted in this Agreement well as the cost of repairs to or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part maintenance of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;same. (c) The Buyer will file, and pay all costs of filing, such financing, continuation and termination statements with respect to the security interests created hereby as AUGI may reasonably request, and AUGI is authorized to do all things that it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability deems necessary to perfect and continue perfection of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;security interests created hereby. (d) it The Buyer shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, take or cause to be taken such further actions, shall execute, deliver, and file or cause to be executed, delivered, and filed such further documents and instruments, and shall obtain such consents as may be necessary or as AUGI may reasonably request to effectuate the purposes, terms, and conditions of this Agreement, whether before, at or after the closing of transactions contemplated hereby or the occurrence of an Event of Default to occur; and (g) it shall indemnify under the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementEXTEL Note.

Covenants. The Pledgor hereby Holdings covenants that during and agrees with the continuance Agent and the Secured Parties, that, from and after the date of this Agreement:Agreement until the date of its termination pursuant to Section 6.15(a): (a) Holdings agrees to furnish to the Agent prompt written notice of any change in (i) its organization name, (ii) its identity or type of organization, (iii) its organizational identification number or (iv) its jurisdiction of organization. Holdings agrees not to effect or permit any such change unless all filings have been made, or will have been made within the time period required by the Credit Agreement, under the Uniform Commercial Code that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Pledged Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties. (b) Holdings agrees it shall warrant will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, and will not Dispose of any other Pledged Collateral, in each case other than pursuant to a transaction not prohibited by any Loan Document and any Other First Lien Agreement then in effect and other than Permitted Liens. (c) Subject to the rights of Holdings under the Loan Documents and each Other First Lien Agreement then in effect to Dispose of Pledged Collateral, Holdings shall, at its own expense, use commercially reasonable efforts to defend its title to the Pledged Collateral, Collateral against all persons and all material rights and to defend the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to Agent, for the Pledged Collateralbenefit of the Secured Parties, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall priority thereof against any Lien that is not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;a Permitted Lien. (d) it shall furnish Holdings agrees, at its own expense, to Pledgee execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Agent may from time to time statements reasonably request to better assure, preserve, protect and schedules further identifying perfect the Agent’s security interest and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies created hereby, including the payment of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, fees and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or required in connection with the transaction contemplated by execution and delivery of this AgreementAgreement and the granting of the security interest and the filing of any financing statements or other documents in connection herewith or therewith.

Covenants. (i) The Pledgor hereby Issuer shall not by any action including, without limitation, amending the certificate of incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (A) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (B) not amend or modify any provision of the certificate of incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (C) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (D) use its best efforts to obtain all such authorizations, exemptions or consents from its stockholders and any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant. (ii) The Issuer covenants that during it will use commercially reasonable efforts to timely file all reports and other documents required to be filed by it under the continuance Exchange Act other than Form 8-K reports (or, if the Issuer is not subject to such reporting requirements, it will, upon the request of this Agreement: (a) it shall warrant and defend its title any Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Pledged CollateralSecurities Act), and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and it will use commercially reasonable efforts to the Pledged Collateraltake such further action as any Holder may reasonably request, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee extent required from time to time statements and schedules further identifying and describing to enable such holder to sell the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change Warrants without registration under the Securities Act within the limitation of the location of Pledgor’s chief executive office, exemptions provided by (iiA) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor Rule 144 under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.Securities

Covenants. The Pledgor hereby covenants that during Until the continuance Loans, the Hedge Liabilities, and all other Secured Obligations are fully paid and satisfied, no Letters of Credit are outstanding, and any commitment of Lender under this AgreementLoan Agreement is terminated, Borrower and Guarantors shall, unless Lender otherwise consents in writing: (ai) it shall warrant Maintain their existence in good standing in the respective states of their formation, maintain their authority to do business in all other states in which either is required to qualify, and defend its title maintain full legal capacity to perform all their obligations under this Loan Agreement and the Loan Documents, (ii) continue to operate their business as presently conducted and preserve and maintain the rights, licenses, permits, privileges, and franchises material to the Pledged Collateralconduct of their business, (iii) not permit a material change in their ownership, control, or management, (iv) not permit their dissolution, liquidation, or other termination of existence or forfeiture of right to do business, (v) not form any subsidiary without notifying Lender in writing at least thirty (30) days in advance, (vi) not permit a merger or consolidation (unless Borrower is the surviving entity), (vii) not acquire all or substantially all of the assets of any other entity without first notifying Lender in writing at least thirty (30) days in advance, and all material rights and (viii) not amend their formation documents, without the security interest (including the priority thereof) prior written consent of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;Lender. (b) Manage the Properties in an orderly and efficient manner consistent with good business practices, and perform and comply in all material respects with all statutes, rules, regulations, and ordinances imposed by any governmental unit upon the Properties, or their operations, except where the failure to do so could not reasonably be expected to result in a Material Adverse Change, including, without limitation, (i) the Natural Gas Policy Act of 1978, (ii) all environmental laws, and (iii) all permits, licenses, registrations, approvals, and authorizations (x) related to any natural or environmental resource or media located on, above, within, related to or affected by any Properties, (y) required for the performance of the operations, or (z) applicable to the use, generation, handling, storage, treatment, transport, or disposal of any hazardous substances; use its best efforts to cause all employees, agents, contractors, subcontractors, to comply with all such laws as otherwise permitted may be necessary or appropriate to enable Borrower or Guarantors to so comply; and not do anything or permit anything to be done that would subject any of the Properties to any remedial obligations under any environmental law, assuming disclosure to applicable governmental authorities of all relevant facts, conditions, and circumstances. (c) Maintain insurance as customary in this Agreement the industry or as reasonably required by Lender, including but not limited to, casualty, comprehensive property damage, business interruption, and commercial general liability, and other insurance, including worker’s compensation (if necessary to comply with law), naming Lender as an additional insured and a loss payee, as applicable, and containing provisions prohibiting their cancellation without prior written notice to Lender, and provide Lender with evidence of the Finance Documents, it shall not continual coverage of those policies prior to the lapse of any policy. (d) Not sell, assign, transfer, chargeor otherwise dispose of all or any interest in the Properties, pledge any oil and gas properties included in the Borrowing Base, or encumber any other material assets, except for (i) the sale of hydrocarbons in any manner any part the ordinary course of business, (ii) the sale or transfer of equipment that is no longer necessary or that is replaced by equipment of at least comparable value and use, and (iii) the sale of oil and gas properties having an aggregate present value according to the Reserve Report used for the most-recent Borrowing Base redetermination less than five percent (5%) of the Pledged Collateral or suffer to exist any encumbrance on most-recent Borrowing Base per fiscal year, without the Pledged Collateralprior written consent of Lender, other than Permitted Liens; (c) it provided that Lender shall not take unreasonably withhold, condition, or delay its consent for any sale, farmout, farmin, or other disposition of any oil and gas properties or any interest therein, so long as: (x) the net sales proceeds received are equal to or greater than the net present value of the proved developed producing oil and gas reserves attributable to such properties or interest, as of the most recent redetermination date (scheduled or otherwise) discounted at nine percent (9%); (y) any resulting Borrowing Base deficiency after exclusion of the sale properties from the Company any undertaking or security in respect Borrowing Base is immediately eliminated by a single lump sum payment; and (z) there is no existing Event of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;Default. (e) it shall give at least 30 days’ prior written notice to Pledgee Promptly inform Lender of any (i) change of the location of Pledgor’s chief executive officeany Material Adverse Change, (ii) all litigation and claims which would reasonably be expected to cause a Material Adverse Change, (iii) all actual or contingent material liabilities, (iv) any change of Pledgor’s in name, identity identity, or structure structure, and (v) any uninsured or partially insured loss of any collateral through fire, theft, liability, or property damage. (f) Maintain their books and records in accordance with GAAP, and permit Lender to examine, audit, and make and take away copies or reproductions of their books and records, reasonably required by Lender, at all reasonable times; and permit such persons as Lender may designate at reasonable times to visit and inspect the Properties and examine all records with respect to the Properties; and pay for the reasonable cost of such examinations, audits, and inspections required by Lender. (g) Pay and discharge when due all indebtedness and obligations, including without limitation, all assessments, taxes, governmental charges, levies, and liens, of every kind and nature, imposed upon them or the Properties, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon the Properties, income, or profits, and pay all trade payables and other current liabilities incurred in the ordinary course of business within ninety (90) days of their due date; provided, however, Borrower will not be required to pay and discharge any such indebtedness, obligation, payable, assessment, tax, charge, levy, lien, or claim, so long as (i) the same shall be contested in good faith by appropriate judicial, administrative, or other legal proceedings, and (ii) they have established adequate reserves with respect to such contested indebtedness, obligation, payable, assessment, tax, charge, levy, lien, or claim in accordance with GAAP. (h) Not directly or indirectly create, incur, assume, or permit to exist any indebtedness (including guaranties), secured or unsecured, absolute or contingent, except for the following (the “Permitted Indebtedness”): (i) the indebtedness to Lender, (ii) any trade payables, taxes, and current liabilities incurred in the ordinary course of business, (iii) the existing indebtedness disclosed in Schedule 2 attached, (iv) obligations related to Hedge Transactions permitted by this Loan Agreement, and (v) additional indebtedness not to exceed $250,000.00 in the aggregate. (i) Not mortgage, collaterally assign, hypothecate, pledge, or encumber, and not create, incur, or assume any lien or security interest on or in, the Properties (or any interest in the Properties), any oil and gas properties included in the calculation of the Borrowing Base, or any of Borrower’s property or assets, except the following (collectively the “Permitted Liens”): (ii) those in favor of Lender, (iii) those existing and disclosed to Lender in writing, (iv) liens for taxes not delinquent or being contested in good faith, (v) landlord’s liens, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction, or other like liens with respect to obligations not overdue or being contested in good faith, (vi) liens resulting from deposits to secure the payments of workers’ compensation or social security, (vii) purchase money security interests, capital leases, or construction liens that attach solely to the asset acquired, leased, or constructed, that secure indebtedness in an amount less than the cost and the fair market value of the asset acquired or constructed, and that are in an aggregate amount not to exceed $100,000.00, (viii) contractual liens that arise in the ordinary course of business under or in connection with operating agreements, oil and gas leases, farm-out agreements, contracts for the sale, transportation, or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, marketing agreements, processing agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring, and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith, (viii) rights of set-off or similar rights and remedies and burdening only accounts or other funds maintained with a depository institution, and (ix) easements, restrictions, servitudes, permits, conditions, covenants, exceptions, or reservations for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines, and other like purposes, or for the joint or common use of real estate, rights of way, facilities, and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Properties for the purposes of which such Properties are held or materially impair the value of such Properties subject thereto. (j) Not make any loans, advances, dividends, or other distributions to any party, including without limitation, shareholders, officers, directors, partners, joint venturers, members, managers, relatives, or affiliates, or any profit sharing or retirement plan, except so long as there is not an Event of Default existing, no Event of Default will be caused by the distribution, and there is no Borrowing Base deficiency, Borrower may make distributions that do not exceed $250,000 in the aggregate during the term of the Revolving Loan (the “Permitted Distributions”). (k) Not purchase, acquire, redeem, or retire any stock or other ownership interest in Borrower; and not permit any transaction or contract with any affiliates or related parties, except at arms length and on market terms. (l) Maintain their primary depository accounts and principal banking relationships at Lender. (m) INDEMNIFY LENDER AGAINST ALL LOSSES, LIABILITIES, WITHHOLDING AND OTHER TAXES, CLAIMS, DAMAGES, OR EXPENSES RELATING TO THE LOANS, THE LOAN DOCUMENTS, OR BORROWER’S USE OF THE LOAN PROCEEDS, INCLUDING BUT NOT LIMITED TO ATTORNEYS AND OTHER PROFESSIONAL FEES AND SETTLEMENT COSTS, BUT EXCLUDING, HOWEVER, THOSE CAUSED SOLELY BY OR RESULTING SOLELY FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY LENDER; AND THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS LOAN AGREEMENT. (n) Comply in all material respects with all applicable provisions of ERISA, not violate any provision of any Plan, meet their minimum funding requirements under ERISA with respect to each Plan, and notify Lender in writing of the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan. (o) Not knowingly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving of any contribution of funds, goods, or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction relating to, any properties or assets or interests in properties or assets blocked pursuant to Executive Order No. 13224; or (iii) reorganization engage in or reincorporation conspire to engage in any transaction that evades or avoids, or has the purpose of Pledgor under evading or avoiding, or attempts to violate, (x) any of the laws of another jurisdictionprohibitions set forth in Executive Order No. 13224 or the USA Patriot Act, or (y) any prohibitions set forth in each case from the information specified in Part B of Schedule 1;rules or regulations issued by OFAC. (fp) it If Borrower now or hereafter acquires any wholly-owned subsidiary or owns any issued and outstanding capital stock or partnership interests of any companies or partnerships, Borrower shall not consent sign and deliver to any termination Lender within fifteen (15) days a pledge agreement in Proper Form, creating a first-priority security interest covering the issued and outstanding capital stock or partnership interests of all existing and hereafter acquired companies, subsidiaries, or amendment partnerships of Borrower, and Borrower shall cause the wholly-owned subsidiary to sign and deliver to Lender within fifteen (15) days a guaranty in Proper Form, guaranteeing payment of the Secured Obligations. (q) Limit all investments to the Organizational Documents or other organizational documents following (the “Permitted Investments”): (i) direct investments in oil and gas properties and related equipment of Borrower, (ii) investments in wholly-owned subsidiaries engaged in the oil and gas business, (iii) (iv) deposits, money-market accounts, and certificates of deposit maintained with Lender, (v) readily-marketable direct obligations of the Company that could reasonably be expected to adversely affect United States of America, or (vi) commercial paper of a domestic issuer if at the Pledged Collateral, the Pledgor’s rights time of purchase such paper is rated in the Pledged Collateral, the validity, perfection or priority one of the security interests two highest ratings categories of the Pledgee in the Pledged Collateral, the rights Standard and remedies of the Pledgee under this Agreement Poor’s Corporation or any other Finance Document or their ability to exercise the same▇▇▇▇▇’▇ Investors Service. (r) Execute and deliver, or cause an Event to be executed and delivered, within ten (10) days of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless againstLender’s written request, any and all liabilities with respect toother agreements, instruments, or resulting from any delay documents which Lender may reasonably request in payingorder to give effect to the transactions contemplated under this Loan Agreement and the Loan Documents, any and all stampto grant, exciseperfect, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral and maintain liens and security interests on or in connection with the transaction contemplated by this AgreementProperties and related collateral, and promptly cure any defects in the execution and delivery of any Loan Documents.

Covenants. The Pledgor hereby Tenant covenants that during with the continuance of this AgreementLandlord as follows: (a) it shall warrant and defend its title to pay to the Pledged Collateral, and all material rights and Landlord or to its order in lawful money of Canada the security interest (including Rent in the priority thereof) of the Pledgee conferred by manner provided in this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverLease; (b) except to maintain for a period of seven (7) Lease Years, all books, records, invoices and other documents and papers in respect of any Lease Year as otherwise permitted in this Agreement shall be reasonably necessary to enable the Landlord to audit and confirm the accuracy and completeness of any calculation or the Finance Documents, it shall not sell, assign, transfer, charge, pledge part thereof made or encumber in required to be made for any manner any part of the Pledged Collateral or suffer purposes of this Lease, provided that the Landlord shall give the Tenant ten (10) Business Days’ Notice of the ▇▇▇▇▇▇▇▇’s intention to exist any encumbrance on the Pledged Collateralexercise its right to examine such books, records, invoices and other than Permitted Liensdocuments and records; (c) it shall not take from the Company to make any undertaking or security in respect Disposition of its liability hereunder or in respect this Lease, nor grant any Encumbrance relating to this Lease, nor make any other Disposition of any other liability of nature or kind, except as expressly permitted by the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency Project Agreement or liquidation, or analogous proceedings under any applicable law, of the Pledgorthis Lease; (d) it shall furnish not to Pledgee from time permit the Stadium to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailbe used for a Prohibited Use; (e) it shall give at least 30 days’ prior written notice with respect to Pledgee of any the CFL Team and the Ottawa 67’s, to require in the Sublease between the Tenant and the CFL Partnership and the Ottawa 67’s Partnership, respectively: (i) change that the CFL Team and the Ottawa 67’s actively carry on operations for the first eight (8) years of the location of Pledgor’s chief executive office, Initial Term; and (ii) change of Pledgorthat during the entire Term, the ▇▇▇▇▇ ▇▇▇▇▇ Stadium will be the CFL Team’s namesole “home field” location and the Civic Centre will be the Ottawa 67’s sole “home ice” location, identity unless the CFL Team or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdictionOttawa 67’s, in each case from the information specified in Part B of Schedule 1;respectively, cease to operate; and (f) it shall not consent to any termination of or amendment use its commercially reasonably efforts and diligently seek to ensure that the Stadium remains continuously and uninterruptedly available for programming, subject to the Organizational Documents seasonal nature of elements of programming for the Stadium and subject to construction during a Renovation or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementRedevelopment.

Covenants. The Pledgor Each Debtor covenants and agrees that so long as the security interest created hereby covenants that during the continuance of this Agreementremains outstanding: (a) it shall warrant Each Debtor will deliver to Secured Party each instrument and defend certificated security included in the Collateral as set forth in Section 2.3. (b) No Debtor will (i) cause, permit or suffer any voluntary or involuntary change in its title name, identity or corporate structure, or in the location of its chief executive office, or (ii) keep any tangible Collateral or any records relating to any Claim owned by it, or permit or suffer any such Collateral or records to be moved, to any other location unless (in each case) (x) Schedule B has first been appropriately supplemented with respect thereto, and (y) an appropriate financing statement has been filed in the Pledged Collateralproper office and in the proper form, and all material rights and other requisite actions have been taken, to perfect or continue the perfection (without loss of priority) of Secured Party's security interest in the Collateral. (including c) Each Debtor will defend the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the all claims and demands of all persons whomsoever;at any time claiming the same or any interest therein. (bd) except as otherwise permitted in this Agreement or the Finance DocumentsNo Debtor will encumber, it shall not sell, assignexchange or otherwise dispose of any item of Collateral or any interest therein, transferor permit or suffer any such item to be encumbered, chargesold, pledge exchanged or encumber otherwise disposed of, unless (i) such action is permitted at the time under the Collateral Trust Agreement and (ii) the Debtors make all payments on account of the Secured Obligations required to be made therefrom, or in any manner exchange or substitution therefor, and each Debtor takes all other actions required to be taken in connection therewith, under the Collateral Trust Agreement. (e) Secured Party is hereby authorized to file one or more financing statements or fixture filings, and continuations thereof and amendments thereto, relative to all or any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from without the Company any undertaking or security in respect of its liability hereunder or in respect signature of any other liability Debtor where permitted by law. A copy of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable this Agreement may be filed as a financing statement wherever permitted by law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;. (f) it Secured Party may at any time (but shall not consent to be obligated to) (i) perform any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority obligations of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee any Debtor under this Agreement or if such Debtor fails to perform such obligation within 30 calendar days after written demand by Secured Party and (ii) make any payments and do any other Finance Document acts Secured Party may deem necessary or their ability desirable to exercise protect its security interest in the sameCollateral, including, without limitation, the right to pay, purchase, contest or cause an Event of Default compromise any Lien that attaches or is asserted against any Collateral and to occur; and (g) it shall indemnify appear in and defend any action or proceeding relating to the Pledgee fromCollateral, and hold it harmless againstthe Debtors will promptly reimburse Secured Party for all payments made by Secured Party in doing so, any together with interest thereon at the judgment rate and all liabilities with respect to, or resulting from any delay costs and expenses related thereto as set forth in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementSection 9.10.

Covenants. The Pledgor Applicant hereby covenants that during the continuance while any Letter of this AgreementCredit is outstanding hereunder, it shall: (a) it shall warrant furnish the Bank (i) as soon as available and defend its title in any event within 120 days after the close of each of the fiscal year of the Parent, with the Parent’s consolidated and consolidating financial reports audited (in the case of the consolidated reports) by independent certified public accountants in form and substance satisfactory to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Bank as of the Pledgee conferred by this Agreement end of such period including balance sheets and related profit and loss and surplus statements and statements of cash flows, (ii) as soon as available and in any event within 60 days after the close of each quarter, with the Parent’s unaudited, consolidated financial reports in form and substance satisfactory to the Pledged Collateral, in each case at the cost Bank as of the Pledgor against end of such period including balance sheets and related profit and loss and surplus statements and statements of cash flows; and (iii) with such other information respecting the claims and demands condition or operations, financial or otherwise, of all persons whomsoeverthe Parent or any subsidiaries or affiliates as the Bank may from time to time reasonably request; (b) except preserve its existence as otherwise permitted a corporation, maintain its properties in this Agreement or the Finance Documentsgood repair, working order and condition, and conduct its business substantially as it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;is being conducted now; and (c) it shall not take from the Company any undertaking or security comply in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition all material respects with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish take all action necessary to Pledgee from time insure that its obligations hereunder rank and will continue to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all rank at least pari passu in reasonable detailrespect of priority of payment with its highest ranking indebtedness; (e) it shall give at least 30 days’ prior written notice to Pledgee promptly notify the Bank of any (i) material adverse change in the condition or operations of the location of Pledgor’s chief executive officeApplicant, (ii) change of Pledgor’s name, identity financial or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;otherwise; and (f) it shall not consent merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of the Applicant’s assets (whether now owned or hereafter acquired) to any termination of person or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the sameentity, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to permit any of the Pledged Collateral Applicant’s subsidiaries to do so, except that any of the Applicant’s subsidiaries may merge into or in connection consolidate with another of its subsidiaries and except that any of the transaction contemplated by this AgreementApplicant’s subsidiaries may merge into or dispose of assets to it.

Covenants. 6.1. The Pledgor hereby covenants Company undertakes to use its best efforts to publish and file with the ISA, as soon as practicable following the date hereof, a private placement report as required by the ISL. 6.2. The Company undertakes to use its best efforts to convene, as soon as practicable following the date hereof, a shareholder meeting in order to obtain the Shareholders Approval (it being understood that during such meeting may include other agenda items the continuance of this Agreement:Company deems appropriate). 6.3. The Company undertakes to (a) it shall warrant file with the TASE, as soon as practicable following the date hereof and defend its title in any event within 14 days from the date hereof, an application for the TASE Approval and (b) pay the TASE all fees required with respect to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) registration of the Pledgee conferred by this Agreement in Offered Securities for trading. 6.4. The Company shall make all other necessary filings and to the Pledged Collateraltake all other necessary actions, in each case at case, in a timely manner and as required by the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement ISL or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of TASE to consummate the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction transactions contemplated by this Agreement. 6.5. The Company shall provide the Purchaser drafts of the documentation set forth in Sections 6.1 and 6.4 for Purchaser’s review and comments, but nothing herein shall require the Company to accept any comments thereon from Purchaser unless not accepting such comments would be reasonably expected to result in the Company’s non-compliance with applicable law. 6.6. The Company undertakes that from the date of this Agreement and until the earlier of the Closing Date and the valid termination of this Agreement, it shall not, without the Purchaser's prior written consent, (a) pay any dividend or make any distribution in respect of the issued and outstanding shares of the Company or (b) other than as contemplated by this Agreement and the agreements with the Other PIPE Investors, issue any options, warrants or other rights to acquire, sell or issue any shares or other securities of the Company (except for (i) issuance of shares upon exercise of any options outstanding on the date of this Agreement and (ii) the grant of stock options in the ordinary course of business to employees who are not office holders).

Covenants. The Pledgor hereby covenants that during Until the continuance later of this Agreement(i) the Project Completion Date; and (ii) the Contract Dispute Resolution Date, the Sponsor shall: (a) it shall warrant and defend its title provide all necessary technical support to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Borrower in respect of the Pledgee conferred by this Agreement Project, which technical support shall include providing the services of staff which are qualified and experienced in operating plants and industrial processes similar to those which form part of the Project, providing technical advice to the Pledged CollateralBorrower’s staff, in each case at the cost including with respect to Environmental or Social Matters and ensuring access of the Pledgor against the claims Borrower to any necessary technical information and demands of all persons whomsoeverintellectual property; (b) except when requested by the Senior Lenders, do or cause to be done anything which is necessary or, in the reasonable opinion of any Senior Lender, desirable: (i) to effect the Capital Contributions referenced in Section 4.01, as otherwise permitted required thereunder; (ii) for perfecting or maintaining in this Agreement or full force and effect any Security granted by the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber Sponsor in any manner any part respect of the Pledged Collateral Borrower’s obligations or suffer for re-registering such Security, in each case as valid, perfected and enforceable first priority Liens of the kind the relevant Security Documents purport to exist any encumbrance on create over such Property; (iii) to preserve and protect Senior Lender’s rights under the Pledged Collateral, Financing Documents to which the Sponsor is party; and (iv) to maintain the validity and enforceability of the InterCement Guarantee and the other than Permitted Liensobligations under this Agreement; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor obtain, maintain and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings renew when necessary all Authorizations required under any applicable law, law or document or agreement: (i) to enable it to perform its obligations under this Agreement; or (ii) for the validity or enforceability of the Pledgorthis Agreement; (d) it shall furnish comply in all respects with the terms of the Authorizations referred to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailsubsection (c) above; (e) it shall give at least 30 days’ prior written notice maintain its corporate existence and take all reasonable action necessary to Pledgee maintain all rights, privileges and franchises necessary or desirable in the normal conduct of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1its business; (f) maintain an accounting and cost control system, management information system and books of account and other records adequate to reflect truly and fairly its financial condition and the results of its operations in conformity with the Accounting Principles or, if applicable, the generally accepted accounting principles in its jurisdiction of incorporation; (g) file timely or cause to be filed timely all material Tax Returns required to be filed by it shall not consent and pay or cause to be paid all material Taxes due and payable by it whether shown to be due and payable on such Tax Returns or on any termination of assessment received by it or amendment otherwise, except to the Organizational extent any such Taxes are being diligently contested by appropriate proceedings in good faith and with respect to which adequate reserves have been established on its books in accordance with the Accounting Principles or, if applicable, the generally accepted accounting principles in its jurisdiction of incorporation; (h) take such action as may be necessary to ensure that, at all times, its obligations under the Financing Documents are senior, unconditional and unsubordinated obligations, and rank and will rank at least pari passu in priority of payment with all of its other unsecured and unsubordinated obligations outstanding from time to time, except for such obligations as are preferable by applicable law; (i) from time to time or promptly upon request by any Senior Lender, at the Sponsor’s cost and expense, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further documents and instruments and take all other organizational documents actions necessary, or in the reasonable opinion of any Senior Lender, desirable: (i) to enable it to comply with its obligations under the Transaction Documents to which it is a party; (ii) to implement the terms of the Company that could reasonably be expected Financing Documents to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occurwhich it is a party; and (giii) to preserve and protect Senior Lender’s rights under the Financing Documents to which it is a party; (j) not merge or consolidate with any other Person unless: (i) it is the surviving entity or the Person surviving such merger (if other than the Sponsor) expressly assumes in writing the Sponsor’s obligations under the Transaction Documents to which it is a party; (ii) immediately before and after giving effect to such transaction, no Event of Default pertaining to the Sponsor has occurred and is continuing; (iii) immediately after giving effect to the merger, more than fifty percent (50%) of beneficial interests in the Sponsor is directly or indirectly owned by one or more entities incorporated in the jurisdictions of IDB Members; and (iv) it shall indemnify have provided to the Pledgee fromSenior Lenders a certificate of its Authorized Representative as to the satisfaction of the requirements set forth in clauses (i) through (iii) of this Section 7.01(j); (k) as soon as available, but, in any event, within ninety (90) days after the end of each of the two (2) financial semesters of each Financial Year prior to the Project Completion Date (and, if the Sponsor has notified the Senior Lenders of its intention to extend the InterCement Guarantee pursuant to Section 2.07, thereafter for so long as the Guaranteed Obligations remain outstanding), furnish to the Senior Lenders: (i) two (2) copies of its unaudited financial statements for such semi-annual period prepared in accordance with the Accounting Principles and consistently applied; and (ii) a certificate from an Authorized Representative if any factors are then materially and adversely affecting its business and operations or financial condition; (l) as soon as available, but, in any event, within one hundred and 120 days after the end of each Financial Year prior to the Project Completion Date (and, if the Sponsor has notified the Senior Lenders of its intention to extend the InterCement Guarantee pursuant to Section 2.07, thereafter for so long as the Guaranteed Obligations remain outstanding), furnish to the Senior Lenders: (i) two (2) copies of its financial statements for such Financial Year (which are in agreement with its books of account and prepared in accordance with the Accounting Principles and consistently applied), together with an audit report on them, all in form satisfactory to the Senior Lenders; and (ii) a certificate from an Authorized Representative if any factors are then materially and adversely affecting its business and operations or financial condition; (m) promptly inform the Senior Lenders of any changes to its international issuer credit rating; and (n) not commit or engage in (and shall not authorize or permit any Affiliate or any other Person acting on its behalf to commit or engage in) any Prohibited Practice, and hold it harmless againstif any Senior Lender notifies the Sponsor of its concern that there has been a violation of this Section or of Section 6.01(j) (Prohibited Practices), the Sponsor shall cooperate in good faith with such Senior Lender and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any and all liabilities with respect to, or resulting notice from any delay in payingSenior Lender, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementshall furnish documentary support for such response upon such Senior Lender’s request.

Covenants. The Pledgor hereby 12.1 PLAE covenants that in relation to its performance of its obligations under the Transaction Documents that: 12.1.1 it shall comply in all material respects with Applicable Law; 12.1.2 subject to Applicable Law, it shall at all times during the continuance Term comply in all material respects with the Business Guidelines; 12.1.3 it shall obtain, comply with the terms of this Agreementand do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required by Applicable Law to enable it lawfully to enter into and perform its obligations under the Transaction Documents; and 12.1.4 in respect of a proposed amendment of, or variation to, any of the MSA Agreements to which it is a party, where such amendment or variation relates to or may have a material impact on the Reinsured Policies, PLAE shall not agree to such amendment or variation without the prior written consent of PLL (such consent not to be unreasonably withheld or delayed). 12.2 PLL covenants in relation to its performance of its obligations under the Transaction Documents that: 12.2.1 it shall comply in all material respects with Applicable Law; 12.2.2 subject to Applicable Law, it shall at all times during the Term comply in all material respects with the Business Guidelines and the PPFM; 12.2.3 it shall provide written notice to PLAE in advance (where practicable) or after the event (where advance notice is not practicable), in either case on a timely basis: (ai) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of an SCR Event occurring; or (ii) if PLL is assigned a credit rating which is a Sub-CQS3 Rating or PLL’s credit rating is withdrawn; 12.2.4 it shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required by Applicable Law to enable it lawfully to enter into and perform its liability hereunder or obligations under the Transaction Documents; and 12.2.5 in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidationa proposed amendment of, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect variation to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral MSA Agreements to which it is a party, where such amendment or in connection with variation relates to or may have a material impact on the transaction contemplated by this AgreementReinsured Policies, PLL shall not agree to such amendment or variation without the prior written consent of PLAE (such consent not to be unreasonably withheld or delayed).

Covenants. The Until the date of Pledge’s release, the Pledgor hereby covenants that during the continuance of this Agreementundertakes: (a) it shall warrant to sign (and defend its title cause the Company to sign) and deliver to the Pledged Collateral, Agent Bank the documents and all material the deeds and carry out any action (and cause the Company to carry out any action) which the Agent Bank can request in order to: (i) establish and perfect a valid and effective pledge in favor of the Guaranteed Creditors; (ii) keep the validity and the effectiveness of the Pledge and the rights and claims of the Guaranteed Creditors pursuant to this Agreement; (iii) allow to the Agent Bank and Guaranteed Creditors the exercise of the rights and the security interest claims attributed pursuant to this Agreement; and (including iv) perfect the priority thereof) extention of the Pledgee conferred by this Agreement in and to Pledge on the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverRelated Rights; (b) except as otherwise permitted in this Agreement to transfer or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part dispose of the Pledged Collateral Quota, entirely or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liensin part; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability except with prior approval of the Company Agent Bank, not to exercise the Pledgor rights of article 2795, paragraph 3 and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law4, of the Pledgorcivil code; (d) it shall furnish not to Pledgee from time to time statements and schedules further identifying and describing create or allow the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailcreation of guarantees or others third’s right on the Object of Pledge; (e) it shall give at least 30 days’ prior written notice not to Pledgee of any (i) change carry out claims which can prejudice, directly or indirectly, the validity, the effectiveness and the enforcement of the location Pledge or the rights of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1Guaranteed Creditors pursuant to this Agreement; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability if entitled to exercise the sameVoting Rights, not to express its vote or cause an Event consent on Decisions regarding matters which are not communicated to the Agent Bank 3 day before the date in which such Decision has been taken, except written approval from the Agent Bank; (g) to send to the Agent Bank a copy of Default the Company’s meeting minute or the documents from which result the quotaholders consent related to occureach Decision within 10 Business Day starting from the date in which the Decision has been taken; (h) in case of increase of the Company’s corporate capital, to sign such increase of Company’s corporate capital in proportion to the participation held in the Company; and (gi) it shall indemnify to cooperate with the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay Guaranteed Creditors in paying, any and all stamp, excise, sales or other taxes which may be payable or determined order to be payable with respect to any protect the rights of the Pledged Collateral or in connection with Guaranteed Creditors on the transaction contemplated by this AgreementObject of the Pledge against any claim from third party.

Covenants. The Pledgor Discover Bank hereby covenants that during confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the continuance Issuer and the Indenture Trustee, solely for the benefit of this Agreementeach Applicable Investor, on an ongoing basis, with reference to Article 6 of the UK Securitization Regulation, as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2022-4) Notes), that: (a) it shall warrant Discover Bank, as “originator” for the purposes of Article 6 of the UK Securitization Regulation, as in effect and defend its title applicable on the date of the issuance of the Class A(2022-4) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to the Pledged Collateral, and all material rights and the security qualify as an originator’s interest as provided in option (including the priority thereofb) of Article 6(3) of the Pledgee conferred by this Agreement UK Securitization Regulation, as in effect and to applicable on the Pledged Collateral, in each case at the cost date of the Pledgor against issuance of the claims and demands Class A(2022-4) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of all persons whomsoeverthe Transferor Interest (the “Retained Interest”); (b) except as otherwise permitted in this Agreement Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the Finance Documents, it shall not retained interest to be subject to any credit risk mitigation or other hedge or sell, assign, transfer, charge, pledge transfer or encumber in any manner any otherwise surrender all or part of the Pledged Collateral rights, benefits or suffer obligations arising from the Retained Interest, except to exist any encumbrance on the Pledged Collateral, other than Permitted Liensextent permitted by the UK Securitization Regulation Rules; (c) it shall Discover Bank will not take from change the Company any undertaking retention option or security in respect the method of its liability hereunder or in respect of any other liability of calculating the Company Retained Interest while the Class A(2022-4) Notes are outstanding, except to the Pledgor and extent permitted by the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;UK Securitization Regulation Rules; and (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all Discover Bank will provide ongoing confirmation of Discover Bank’s continued compliance with its obligations described in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive officea), (iib) change of Pledgor’s name, identity and (c) above in or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection concurrently with the transaction contemplated by this Agreementdelivery of each Certificateholders’ Monthly Statement.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title to Until all of the Pledged CollateralPurchase Price has been paid in full, the Guarantor shall (i) (A) preserve, renew, and maintain in full force and effect its corporate or organizational existence and (B) take all reasonable action to maintain all material rights rights, privileges, and franchises necessary in the security interest (including the priority thereof) normal conduct of the Pledgee conferred by this Agreement in and to the Pledged Collateralits business, except, in each case at case, where the cost failure to do so would not reasonably be expected to have a material adverse effect on the Guarantor or on the Buyer’s payments in accordance with the terms of the Pledgor against Purchase Agreement; (ii) pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the claims case may be, all its contractual obligations in amounts that exceed $200,000, except where the amount or validity thereof is currently being renegotiated, restructured, or contested in good faith by appropriate proceedings, and demands reserves in conformity with GAAP with respect thereto have been provided on its books; and except where such failure has been cured, paid, discharged or otherwise satisfied within fifteen (15) days following the applicable maturity date or date when such obligation became delinquent and after taking into account any applicable grace or cure period applicable to the underlying obligation; (iii) deliver to Beneficiary, quarterly management accounts, including balance sheets and cash flow statements, no later than forty-five (45) days after the end of all persons whomsoever;each quarterly period beginning on the three month period ending on June 30, 2025; and (iv) comply with (a) Laws applicable to it and its business and (b) its material obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Guarantor or on Buyer’s payments in accordance with the terms of the Purchase Agreement. (b) Until the Purchase Price has been paid in full, Guarantor shall not: (i) Knowingly permit the Company or VCV to incur any material mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest on any collateral under the Security Agreement, except as otherwise permitted in this Agreement under the Security Agreement; (ii) merge, consolidate with or the Finance Documentsinto, it shall not sell, assignor convey, transfer, chargelease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all collateral (whether now owned or hereafter acquired) to or in favor of any other person, pledge entity, or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Lienstrust; (ciii) it shall not take from be subject to a transaction or other event where the Company any undertaking or security in respect current members of its liability hereunder or in respect of any other liability Guarantor ceases to own and control great than 51% of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, equity interests of the PledgorGuarantor; (div) it shall furnish be subject to Pledgee from time a transaction or other event where Buyer ceases to time statements own and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change control 100% of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security equity interests of the Pledgee Company; or (v) directly or indirectly pay or declare to pay any (each, a “Restricted Payment”) (A) dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of, any limited liability company interests, membership interests, stock or other equity interest of the Guarantor or any of its subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Guarantor or any of its subsidiaries; or (B) amounts due to any affiliate of Guarantor outside of the ordinary course of business as necessary operating expenses and debt service costs, including any amounts owing under any intercompany agreements or intercompany loan transactions entered into outside of the ordinary course of business or containing terms and conditions less favorable to Guarantor than Guarantor could reasonably incur in an arm’s length transaction with an unaffiliated third party, provided, however, that the Guarantor may make Restricted Payments in an amount not to exceed $4,500,000 in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or aggregate in any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement12 month period.

Covenants. (a) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Inventory. (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions to defend title to the Collateral against all Persons and to defend the Security Interest of the Administrative Agent in the Collateral and the priority thereof against any Lien other than Permitted Encumbrances and Liens expressly permitted by clauses (c), (d), (g), (h) and (m) of Section 6.02 of the Credit Agreement (and, in the case of the priority of the Security Interest of the Administrative Agent, other than Permitted Encumbrances that have priority as a matter of law and those Liens expressly permitted pursuant to clauses (c) and (h) of Section 6.02 of the Credit Agreement). (c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. (d) [Reserved.] (e) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement or this Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. The Pledgor hereby covenants Administrative Agent will give notice to the Parent Borrower of any exercise of the Administrative Agent’s rights or powers pursuant to this paragraph (e); provided that any failure to give or delay in giving such notice shall not operate as a waiver of, or preclude any other or further exercise of, such rights or powers or the exercise of any other right or power pursuant to this Agreement. (f) Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, to the same extent as if the Security Interest had not been granted to the Administrative Agent in the Collateral, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any and all liability for such performance. (g) None of the Grantors shall (i) make or permit to be made a pledge or hypothecation of the Collateral or (ii) grant any other Lien in respect of the Collateral, except as expressly permitted by the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Collateral, except that, unless and until the Administrative Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance of this Agreement: (a) it shall warrant and defend its title to thereof the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it Grantors shall not sell, convey, lease, assign, transfertransfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), charge, pledge or encumber the Grantors may use and dispose of the Collateral in any lawful manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition inconsistent with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, provisions of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateralthis Agreement, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Credit Agreement or any other Finance Document Loan Document; provided that, on or prior to the date of any transfer or any other disposition of Inventory permitted by the Credit Agreement by any Grantor to any Subsidiary that is not a Grantor, the Parent Borrower shall deliver to the Administrative Agent an Asset Coverage Certificate. (h) The Grantors, at their ability to exercise the sameown expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Collateral in accordance with the requirements set forth in Schedule III hereto and Section 5.07 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default to occur; and Default, of (gi) it shall indemnify making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the Pledgee fromname of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and hold it harmless against, any (ii) making all determinations and all liabilities decisions with respect to, thereto. In the event that any Grantor at any time or resulting from any delay in paying, any and all stamp, excise, sales times shall fail to obtain or other taxes which may be payable or determined to be payable with respect to maintain any of the Pledged Collateral policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the transaction contemplated by this AgreementGrantors to the Administrative Agent and shall be additional Obligations secured hereby.

Covenants. The Pledgor hereby covenants that during So long as any of the continuance of this AgreementObligations remain unsatisfied, each Debtor agrees that: (a) it It shall warrant and defend its title furnish to Secured Party, prompt notice after the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Debtor has knowledge or becomes aware of the Pledgee conferred by occurrence of any breach of this Agreement in and or a Collateral Agreement, or becomes aware of any other condition or event that has resulted, or that would reasonably be expected to the Pledged Collateralresult, in each case at case, in (i) a material adverse change in the cost business, results of operations or financial condition of the Pledgor against Debtor and its Subsidiaries taken as a whole or (ii) a material adverse effect on Secured Party’s Liens on the claims Collateral that results in a loss in value of at least $500,000, other than any condition, event, change, occurrence or development to the extent attributable to (A) any condition generally affecting (I) the industries in which the Debtor or any of its Subsidiaries participate that do not have a materially disproportionate effect (relative to other industry participants) on the Debtor and demands its Subsidiaries, (II) the U.S. economy as a whole, or (III) the capital markets generally, and (B) any action taken by the Debtor or any of all persons whomsoever;its Subsidiaries in connection with this Agreement or the Collateral Documents (as defined in the Note) (each a “Material Adverse Effect”). (b) except So long as otherwise permitted in this Agreement any amount payable by the Borrower under the Note shall remain unpaid or the Finance Documentsany Obligations remain outstanding, each Debtor agrees that it shall not, and with respect to paragraphs (i) through (iii) below, shall not sellpermit any of its Subsidiaries to: (i) Create, assignincur, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral assume or suffer to exist any encumbrance on Lien (as defined below) upon or with respect to, any of the Pledged Collateral, other than Liens in favor of the Lender, and any of the following (“Permitted Liens;”): (i) the existing Liens as of the date hereof disclosed in writing to the Lender or incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by such existing Liens, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase; (ii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and which are adequately reserved for in accordance with GAAP; (iii) Liens of materialmen, mechanics, warehousemen, carriers or employees or other like Liens arising in the ordinary course of business and securing obligations either not delinquent or being contested in good faith by appropriate proceedings which are adequately reserved for in accordance with GAAP and which do not in the aggregate materially impair the use or value of the property or risk the loss or forfeiture of title thereto; (iv) Liens consisting of deposits or pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or to secure the performance of bids, trade contracts, leases, public or statutory obligations, surety or appeal bonds or other obligations of a like nature incurred in the ordinary course of business (other than for Indebtedness or any Liens arising under ERISA); (v) easements, rights of way, servitudes or zoning or building restrictions and other minor encumbrances on real property and irregularities in the title to such property which do not in the aggregate materially impair the use or value of such property or risk the loss or forfeiture of title thereto; (vi) statutory landlord’s Liens under real estate leases to which any Debtor or any of its Subsidiaries is a party; (vii) Liens in favor of a Qualified Lender (as defined in the Security Agreement), and (viii) any other Liens on Collateral with a value of less than $250,000. (cii) it shall not take from Sell, transfer, license, sublicense, lease, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) assets with a value in excess of $250,000 individually or $500,000 in the Company aggregate (including any undertaking shares of stock in any Subsidiary or security other Person) except in respect the ordinary course of its liability hereunder business or for reasonable consideration. (iii) Declare or pay any dividends in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidationDebtor’s capital stock, or analogous proceedings under purchase, redeem, retire or otherwise acquire for value any applicable lawof its capital stock now or hereafter outstanding, return any capital to its shareholders as such, or make any distribution of the Pledgor; (d) it shall furnish assets to Pledgee from time its shareholders as such, or permit any of its Subsidiaries to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requestspurchase, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee redeem, retire, or otherwise acquire for value any stock of any Debtor, except that a Debtor may (i) change declare and deliver dividends and distributions payable only in common stock of the location of Pledgor’s chief executive office, such Debtor and (ii) change purchase, redeem, retire, or otherwise acquire shares of Pledgor’s nameits capital stock with the proceeds received from a substantially concurrent issue of new shares of its capital stock; except that such Debtor may also repurchase stock owned by employees, identity or structure or (iii) reorganization or reincorporation directors and consultants of Pledgor such Debtor under the laws terms of another jurisdictionany employment, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents consulting or other organizational documents of the Company stock restriction agreements at such time as any such employee, director or consultant dies or terminates his or her affiliation with such Debtor, provided that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an no Event of Default exists either immediately prior to occur; andor after giving effect to such repurchase, and provided further that the total amount paid in connection therewith by any Debtor does not exceed $100,000 in any calendar year. (giv) it shall indemnify the Pledgee fromEngage, and hold it harmless against, any and all liabilities with respect todirectly or indirectly, or resulting from permit to exist any delay material transaction with any Affiliate of any Debtor, except for transactions that are in payingthe ordinary course of such Debtor’s business, upon fair and reasonable terms that are no less favorable to such Debtor than would be obtained in an arm’s length transaction with a non-affiliated Person as demonstrated by clear and convincing evidence. (v) Merge with or consolidate into any and all stampother Person, excise, sales or other taxes which provided that a Subsidiary may be payable or determined to be payable with respect to merge into the Debtor so long as any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementsecurity interests remain perfected.

Covenants. The Pledgor hereby covenants that during the continuance of this AgreementEach Shareholder hereby: (a) it shall warrant and defend its title agrees, prior to the Pledged CollateralExpiration Time, and all material rights and not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the security interest (including effect of preventing, impeding or interfering with or adversely affecting the priority thereof) performance by such Shareholder of the Pledgee conferred by its or his obligations under this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverAgreement; (b) except as otherwise permitted in this Agreement irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in Merger that such Shareholder may have with respect to such Shareholder’s Securities (including without limitation any manner any part rights under Section 238 of the Pledged Collateral or suffer CICL) prior to exist any encumbrance on the Pledged Collateral, other than Permitted LiensExpiration Time; (c) it shall not take from agrees to permit the Company any undertaking to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Shareholder’s identity and beneficial ownership of Shares and Company Share Awards or security in respect of its liability hereunder or in respect of any other liability equity securities of the Company to the Pledgor and the Pledgor shall not prove nor have nature of such Shareholder’s commitments, arrangements and understandings under this Agreement and the right of proofRollover Agreement, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgoras applicable; (d) it agrees and covenants, severally and not jointly, that such Shareholder shall furnish promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to Pledgee from time which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof (any such Shares shall automatically become subject to time statements the terms of this Agreement, and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;Schedule A hereto shall be deemed amended accordingly); and (e) it agrees further that, upon request of Parent, such Shareholder shall give at least 30 days’ prior written notice to Pledgee of execute and deliver any (i) change of the location of Pledgor’s chief executive officeadditional documents, (ii) change of Pledgor’s name, identity consents or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could instruments and take such further actions as may reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined deemed by Parent to be payable with respect necessary or desirable to any carry out the provisions of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. The Pledgor hereby covenants (a) Subject to the rights of such Grantor under the Loan Documents to dispose of Article 9 Collateral, each Grantor shall, at its own expense, take commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons, except with respect to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Grantor's business in any material respect, and to defend the Security Interest of the Administrative Agent in Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement. (b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments, financing statements, agreements and documents and take all such other actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing and recording of any financing statements (including fixture and timber filings) or other documents in connection herewith or therewith. Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Article 9 Collateral that consists of Deposit Accounts, Instruments, Chattel Paper, Investment Property or Letter-of-Credit Rights other than those actions specified in Section 4.04 and Article III or in the Credit Agreement. Notwithstanding anything herein or in Section 5.04 or in the definition of the term “Collateral and Guarantee Requirement” (other than the last paragraph of such definition) in the Credit Agreement to the contrary, no Grantor shall be required to enter into any collateral documents governed by or take any steps to create or perfect any liens (including in respect of Pledged Collateral) under, any foreign law or in any foreign jurisdiction, except in respect of Equity Interests of any Foreign Subsidiary to the extent reasonably requested by the Administrative Agent; provided that, in the case of Deposit Accounts not in the United States of America, Control Agreements (or comparable security arrangements reasonably satisfactory to the Administrative Agent) shall be required to be entered into in respect thereof pursuant to clause (f) of the term “Collateral and Guarantee Requirement” in the Credit Agreement to the extent the aggregate daily balance therein exceeds $10,000,000 in the aggregate for all such accounts. (c) Subject to the conditions and limitations on inspection rights and reimbursement obligations in the Credit Agreement (including Sections 5.09 and 9.03 thereof), the Administrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right, at the Grantors' own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.09 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third party, by contacting, after the occurrence and during the continuance of this an Event of Default, Account Debtors or the third party possessing such Article 9 Collateral for the purpose of making such a verification. The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party (it being acknowledged that such Secured Party may be subject to confidentiality obligations with respect to such information, including pursuant to Section 9.12 of the Credit Agreement:). (ad) it shall warrant At its option, the Administrative Agent may discharge past due Taxes, assessments, charges, fees and defend its title Liens at any time levied or placed on the Article 9 Collateral that are not permitted pursuant to the Pledged CollateralCredit Agreement, and all material rights may pay for the maintenance and the security interest (including the priority thereof) preservation of the Pledgee conferred by this Agreement in and Article 9 Collateral to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except extent any Grantor fails to do so as otherwise permitted in required by this Agreement or the Finance other Loan Documents, it and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization, provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees and Liens and maintenance as set forth herein or in the other Loan Documents. The Administrative Agent will give notice to the Borrower of any exercise of the Administrative Agent's rights or powers pursuant to this paragraph (d); provided that any failure to give or delay in giving such notice shall not selloperate as a waiver of, assignor preclude any other or further exercise of, transfer, charge, pledge such rights or encumber in any manner any part of powers or the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect exercise of any other liability of the Company right or power pursuant to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;this Agreement. (e) Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it shall give at least 30 days’ prior written notice under each contract, agreement or instrument relating to Pledgee of the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;and all liability for such performance. (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents None of the Company that could reasonably Grantors shall make or permit to be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority made any transfer of the security interests Article 9 Collateral and each Grantor shall remain at all times in possession of the Pledgee in Article 9 Collateral owned by it, except that the Pledged Collateral, the rights Grantors may use and remedies dispose of the Pledgee under Article 9 Collateral in any lawful manner not inconsistent with the provisions of this Agreement or any and the other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andLoan Documents. (g) it shall indemnify None of the Pledgee fromGrantors will, and hold it harmless againstwithout the Administrative Agent's prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, compromises, settlements, releases, credits or discounts granted or made in the ordinary course of business. (h) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to their assets in accordance with the requirements set forth in Section 5.08 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all liabilities officers, employees or agents designated by the Administrative Agent) as such Grantor's true and lawful agent (and attorney‑in‑fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to, thereto. In the event that any Grantor at any time or resulting from any delay in paying, any and all stamp, excise, sales times shall fail to obtain or other taxes which may be payable or determined to be payable with respect to maintain any of the Pledged Collateral policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the transaction contemplated by Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby. The Administrative Agent will give notice to the Borrower of any exercise of the Administrative Agent's rights or powers pursuant to this paragraph (h); provided that any failure to give or delay in giving such notice shall not operate as a waiver of, or preclude any other or further exercise of, such rights or powers or the exercise of any other right or power pursuant to this Agreement.

Covenants. The Pledgor Until all obligations of the Borrowers, on behalf of, their respective Funds with respect to the Committed Line have been paid in full and the Committed Line has been terminated, unless otherwise consented to in writing by the Bank, each of the Borrowers hereby covenants that during the continuance and agrees as follows for itself (where applicable) and on behalf of this Agreementeach of its respective Funds, but not as to any other Borrower or Funds: (a) it shall warrant and defend its title not at any time to permit (i) the Pledged Collateral, and all material rights and aggregate amount of Total Liabilities of any Fund that are Senior Securities Representing Indebtedness to exceed the security interest (including the priority thereof) Applicable Percentage of the Pledgee conferred by this Agreement in and to Adjusted Net Assets of such Fund or (ii) the Pledged Collateral, in each case at the cost aggregate amount of the Pledgor against Fund’s outstanding Indebtedness to otherwise exceed for the claims and demands of all persons whomsoeverMaximum Amount applicable to such Fund at such time; (b) except not to issue any preferred stock or create, incur, assume, suffer to exist, or guarantee, any Indebtedness other than, to the extent permitted by the relevant Prospectus (i) Indebtedness owing to the Bank; (ii) Indebtedness owing to the Custodian of any Borrower or Fund incurred in connection with such custody relationship; (iii) other Indebtedness existing as otherwise permitted in of the date of this Agreement and disclosed on Exhibit C hereto; (iv) preferred stock or Indebtedness issued or incurred with the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part prior written consent of the Pledged Collateral Bank; (v) other Indebtedness incurred in the ordinary course of any Borrower’s or Fund’s business in connection with portfolio investments and investment techniques permissible under the Investment Company Act (and not for the primary purpose of borrowing money), but only to the extent such Indebtedness is reflected as a liability in the calculation of such Borrower’s or Fund’s Adjusted Net Assets; (c) not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien, hypothecation, or other charge or encumbrance upon any of its assets or properties, or enter into any agreement preventing it from encumbering any such assets or properties other than, to the extent permitted by the relevant Prospectus (i) those in favor of the Bank or its affiliates or subsidiaries; (ii) those existing on the Pledged Collateral, other than Permitted Liens; date hereof and described on Exhibit D hereto; (ciii) it shall not take from those in favor of the Company Custodian of any undertaking Borrower or security Fund securing Indebtedness permitted by Section II(1)(b)(ii) above; (iv) those for which the Bank has given its prior written consent; (v) those arising in respect the ordinary course of its liability hereunder any Borrower’s or Fund’s business out of or in connection with portfolio investments and investment techniques securing Indebtedness permitted by Section II(1)(b)(v) above; and (vi) liens for taxes, fees, assessments and other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and with respect of any to which reserves or other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proofappropriate provisions as may be required by generally accepted accounting principles are being maintained; January 28, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;2015 (d) it to (i) duly observe and comply in all material respects with all applicable laws, including, without limitation, the Investment Company Act and any asset coverage and borrowing restrictions and restrictions on Indebtedness and extensions of credit contained therein and applicable to any Borrower or Fund, and applicable securities laws and regulations; (ii) pay all taxes and governmental charges prior to the time they become delinquent, unless such taxes or charges are being contested in good faith by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by generally accepted accounting principles are being maintained; (iii) maintain in full force and effect all licenses and permits necessary in any material respect for the proper conduct of its business; (iv) maintain its legal existence and its status as an open-end investment management company registered under the Investment Company Act and its status as a regulated investment company under Subchapter M of the Internal Revenue Code; (v) operate in compliance with its agreement and declaration of trust, by-laws and/or other organizational documents, its Prospectus and all applicable investment policies and restrictions and agreements relating thereto; (vi) (1) not divide (provided that this clause (1) shall furnish not prohibit any Borrower from creating any new portfolio series thereof), or (2) except for Permitted Mergers, not merge or consolidate with or into any entity or purchase all or substantially all of the assets or stock of any entity or sell or otherwise transfer all or any substantial portion of such Borrower’s or Fund’s assets (other than the sale of portfolio assets in the ordinary course of business as described in its Prospectus); (vii) not permit there to Pledgee occur a change in the investment adviser from time the Investment Adviser without the prior written consent of the Bank; (viii) not permit there to time statements occur a change in the custodian of any Fund’s assets from the Custodian without the prior written consent of the Bank; (ix) not permit any change in the investment objectives/goals or in the fundamental investment policies or restrictions of any Borrower or Fund as described in its Prospectus, in any such case without the prior written consent of the Bank; (x) comply with all terms and schedules further identifying provisions of all documents evidencing or securing any Indebtedness to or with the Bank; (xi) promptly notify the Bank of any event of default with respect to any Material Indebtedness and describing of any default under, or termination of, any agreement with the Pledged Collateral Custodian or with the Investment Adviser and provide to the Bank a copy of any notice or claim of any such default or termination; (xii) immediately notify the Bank of any material litigation or governmental proceeding or investigation commenced or threatened in writing against any Borrower or Fund; (xiii) immediately notify the Bank of the occurrence of any Default or Event of Default hereunder; and (xiv) maintain with financially sound and reputable insurance companies insurance in such amounts and covering such risks as Pledgee reasonably requests, all in reasonable detailis consistent with sound business practice and industry standards; (e) it shall give to permit the Bank or its representatives and agents to visit and inspect the properties of each Borrower and its respective Funds and to make copies or abstracts from such Borrower’s or Fund’s books and records at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1all such reasonable times and as often as may be reasonably requested; (f) it [reserved]; (g) to provide to the Bank: (i) within 60 days after the end of each semi-annual period in each fiscal year, each Borrower’s or Fund’s semi-annual or annual, as the case may be, financial statements, including a statement of assets, liabilities and investments as of the end of each such period in a form that complies with requirements of the United States Securities and Exchange Commission and, in the case of annual statements, audited by a nationally recognized public accountant firm qualified to audit investment companies registered under the Investment January 28, 2015 Company Act; (ii) promptly, all proxy materials, reports to shareholders and other information delivered to shareholders of any Borrower or Fund; (iii) promptly, all material reports, documents or other information relating to the financial condition of any Borrower or Fund that are delivered to the United States Securities and Exchange Commission, including in any event, copies of any new Prospectus or registration statement or any material change to any Prospectus or registration statement; (iv) prior to any Loan request and daily not later than 3:00 p.m. (Boston time) on each Business Day during which any Loans shall have been outstanding to any Fund (or more frequently as and when requested by the Bank), a certificate in the form attached as Exhibit B showing compliance by each such Fund with the borrowing limitations in Section I(2) above; and (v) such other financial statements and information as to each Borrower, Fund or the Investment Adviser as the Bank may reasonably request from time to time (all financial statements required hereunder to be prepared in accordance with generally accepted accounting principles consistently applied); (h) execute and deliver such additional instruments and take such further actions as the Bank may from time to time reasonably request to effect the purpose of the Loan Documents and the Loans; (i) not to at any time have any Subsidiaries; (j) a Borrower shall not, and shall not consent cause or permit any Affected Person to, (i) violate any Anti-Terrorism Law, (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (iii) use, directly or indirectly, the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any termination other Person, (1) to fund any activities or business of or amendment to the Organizational Documents with any Sanctioned Person or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateralin any Sanctioned Jurisdiction, the Pledgor’s rights (2) in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the samemanner that would result in a violation of Sanctions by any Person, or cause an Event (3) in any way that would violate any Anti-Corruption Law, (iv) deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or (v) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of Default evading or avoiding, or attempt to occurviolate, any prohibition set forth in any Anti-Terrorism Law; and (gk) it to provide such documents and information requested by the Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies. Notwithstanding anything to the contrary in Section II(1)(g) above, but without in any way limiting the rights of the Bank set forth therein, unless the Bank shall indemnify request paper copies of the Pledgee fromfinancial and other information otherwise required to be furnished by the Borrowers to the Bank pursuant to subsections (i) and (ii) of such Section II(1)(g) above, the Borrowers may deliver all such information to the Bank in a printable format by electronic means. The Borrowers may make such electronic delivery by: (i) sending such information as an electronic mail attachment to such electronic mail addresses as shall be designated by the Bank, as applicable; or (ii) notifying the Bank by electronic mail (to such electronic mail addresses as shall be designated by the Bank, January 28, 2015 as applicable) that the documents are available on a website accessible to the Bank and further indicating a website hyperlink directing the user directly to the referenced documents posted thereon; provided that such information shall be made available on or before the dates specified in said subsections (i) and (ii) of such Section II(1)(g) above. Nothing contained in this paragraph shall require the Bank to maintain copies of the financial and other information referred to in this paragraph, and hold it harmless against, any and all liabilities with respect tothe Bank shall be solely responsible for requesting physical delivery of such information, or resulting from maintaining any delay in payingsuch information, any as applicable. Each of the Borrowers, on behalf of its respective Funds, acknowledges that the distribution of material through an electronic medium is not necessarily secure and all stamp, excise, sales or other taxes which that there may be payable confidentiality and other risks associated with such distribution. In no event shall the Bank or determined to be payable with respect to any of its officers, directors, employees, agents, advisors or representatives have any liability to the Pledged Collateral Borrowers or in connection with Funds for damages of any kind, including without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses arising out of the transaction contemplated by this AgreementBorrowers’ transmission of communications through the internet.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to (i) defend its title to the Pledged CollateralArticle 9 Collateral (other than Intellectual Property, which is governed by Section 3.05) against all Persons, except with respect to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business, and all material rights (ii) defend the Security Interest of the Notes Collateral Agent in the Article 9 Collateral and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateralthereof against any Lien, in each case at the cost subject to (x) Liens permitted pursuant to Section 3.6 of the Pledgor against Indenture, (y) transfers made in compliance with the claims Indenture and demands (z) the rights of all persons whomsoever;such Grantor under Section 13.3 of the Indenture and corresponding provisions of the Collateral Documents to obtain a release of the Liens created under the Collateral Documents. (b) except Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as otherwise permitted may be necessary or as the Notes Collateral Agent may from time to time reasonably request, to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any reasonable and documented or invoiced out-of-pocket fees and Taxes required in connection with the execution and delivery of this Agreement Agreement, the granting of the Security Interest and the filing of any financing statements, continuation statements or other documents or instruments in connection herewith or therewith. If any amount payable to any Grantor under or in connection with any of the Finance DocumentsArticle 9 Collateral shall be or become evidenced by any promissory note (which may be a global note) or other instrument (other than any promissory note or other instrument in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person), it such note or instrument shall not sell, assign, transfer, charge, pledge or encumber be promptly delivered (but in any manner any part event within 45 days of receipt by such Grantor or such longer period as the Notes Collateral Agent may agree in its reasonable discretion) to the Notes Collateral Agent, for the benefit of the Pledged Noteholder Secured Parties, together with an undated instrument of transfer duly executed in blank in a manner and form reasonably necessary to grant the Notes Collateral or suffer to exist any encumbrance on the Pledged Agent control over such Collateral, other than Permitted Liens;. (c) it shall not take from At its option, the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proofNotes Collateral Agent may, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; three (d3) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ Business Day’s prior written notice to Pledgee of the Issuer, discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any (i) change time levied or placed on the tangible Article 9 Collateral and not permitted pursuant to Section 3.6 of the location Indenture, and may pay for the maintenance and preservation of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment tangible Article 9 Collateral to the Organizational Documents or other organizational documents of extent any Grantor fails to do so as required by the Company that could reasonably be expected to adversely affect the Pledged CollateralIndenture, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Note Document or their ability to exercise and within a reasonable period of time after the sameNotes Collateral Agent has reasonably requested that it do so; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or cause an Event imposing any obligation on the Notes Collateral Agent or any Noteholder Secured Party to cure or perform, any covenants or other promises of Default any Grantor with respect to occur; andtaxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Note Documents. (gd) it The exercise by the Notes Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under each contract, agreement or instrument relating to the Article 9 Collateral unless the Notes Collateral Agent has expressly in writing assumed such duties and obligations and each Grantor jointly and severally agrees to indemnify the Pledgee from, and hold it harmless against, the Notes Collateral Agent and the other Noteholder Secured Parties from and against any and all liabilities liability for such performance. (e) Notwithstanding anything herein to the contrary, it is understood that no Grantor shall be required by this Agreement to better assure, preserve, protect or perfect the Security Interest created hereunder by any means other than (i) filings of financing statements and continuation statements pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), in respect toof registered or applied for Intellectual Property, (iii) in the case of Collateral that constitutes Pledged Securities, Instruments, Tangible Chattel Paper or resulting from any delay Negotiable Documents (other than those Negotiable Documents held in payingthe ordinary course of business), any and all stampdelivery thereof to the Notes Collateral Agent in accordance with the terms hereof (together with, excisewhere applicable, sales undated stock or note powers or other taxes which may be payable or determined undated proper instruments of assignment) and (iv) other actions to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated extent required by this Agreement.Section 3.04

Covenants. The Pledgor hereby Each of the Co-Issuers, jointly and severally, and the Manager, severally, covenants that during and agrees that, until all Aggregate Unpaids have been paid in full and all Commitments, the continuance of this AgreementSwingline Commitment and the L/C Commitment have been terminated, it will: (a) it shall warrant and defend its title to unless waived in writing by the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Control Party in accordance with Section 9.7 of the Pledgee conferred by this Agreement in Base Indenture, duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Related Document to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverwhich it is a party; (b) except as otherwise permitted in this Agreement not amend, modify, waive or the Finance Documentsgive any approval, it shall not sell, assign, transfer, charge, pledge consent or encumber in permission under any manner any part provision of the Pledged Collateral Base Indenture or suffer any other Related Document to exist which it is a party unless any encumbrance on such amendment, modification, waiver or other action is in writing and made in accordance with the Pledged Collateralterms of the Base Indenture or such other Related Document, other than Permitted Liensas applicable; (c) it shall not take once per calendar year, following reasonable prior notice from the Company Administrative Agent (the “Annual Inspection Notice”), and during regular business hours, permit any undertaking one or security in respect more of its liability hereunder such Administrative Agent, any Funding Agent, the Swingline Lender or in respect the L/C Provider, or any of any other liability their respective agents, representatives or permitted assigns, at the Co-Issuers’ expense, access (as a group, and not individually unless only one such Person desires such access) to the offices of the Company Manager, the Co-Issuers and the Guarantors, (i) to examine and make copies of and abstracts from all documentation relating to the Pledgor Collateral on the same terms as are provided to the Trustee under Section 8.6 of the Base Indenture, and (ii) to visit the offices and properties of the Manager, the Co-Issuers and the Pledgor shall not prove nor have Guarantors for the right purpose of proofexamining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Base Indenture, the Series 2021-1 Supplement and the other Related Documents with any of the officers or employees of, the Manager, the Co-Issuers and/or the Guarantors, as applicable, having knowledge of such matters; provided, however, that upon the occurrence and continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Cash Trapping Period, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Co-Issuers’ expense may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that, in competition addition to any visits made pursuant to provision of an Annual Inspection Notice or during the continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at their own expense, may do any of the foregoing at any time during normal business hours following reasonable prior notice with the Pledgee, for any monies whatsoever owing from the Company respect to the Pledgorbusiness of the Co-Issuers and/or the Guarantors; and provided, in any insolvency or liquidationfurther, or analogous proceedings under any applicable lawthat the Funding Agents, the Swingline Lender and the L/C Provider will be permitted to provide input to the Administrative Agent with respect to the timing of delivery, and content, of the PledgorAnnual Inspection Notice; (d) it shall furnish not take, or cause to Pledgee from time be taken, any action, including, without limitation, acquiring any Margin Stock, that could cause the transactions contemplated by the Related Documents to time statements fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailX thereof; (e) it shall give at least 30 days’ prior written notice not permit any amounts owed with respect to Pledgee of the Series 2021-1 Class A-1 Notes to be secured, directly or indirectly, by any (i) change Margin Stock in a manner that would violate the regulations of the location Board of Pledgor’s chief executive officeGovernors of the Federal Reserve System, (ii) change of Pledgor’s nameincluding Regulations T, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1U and X thereof; (f) it shall not consent to any termination of or amendment to the Organizational Documents or promptly provide such additional financial and other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable information with respect to any the Related Documents (other than Series Supplements and Related Documents relating solely to a Series of Notes other than the Pledged Collateral Series 2021-1 Notes), the Co-Issuers, the Manager or in connection with the transaction contemplated by this Agreement.Guarantors as the Administrative Agent may from time to time reasonably request;

Covenants. 5.01 The Pledgor hereby Company covenants that, during the continuance of this security, it will:- (a) conduct and carry on its business in a proper and efficient manner and not make any substantial alteration in the nature or mode of conduct of its business; (b) keep or cause to be kept proper books of accounts relating to its business and promptly provide to the Bank such financial and other information concerning it as the Bank may from time to time require; (c) promptly file or cause to be filed all tax returns required to be filed in all jurisdictions in which it is situate or carries on business or is otherwise subject to taxation and pay or cause to be paid all taxes shown to be due and payable on such returns or any assessments made against it before the date from which penalties attach for failure to pay the same (except those being contested in good faith and where such payment may be lawfully withheld and for the payment of which adequate reserves have been set aside); (d) promptly pay into the Company's account with the Bank (or such other accounts as the Bank shall from time to time direct) all moneys which it may receive in respect of any premises described in Clause 3.01(a) (i) forthwith on receipt (except to the extent that the Bank may agree otherwise in writing) and, pending such payment, hold such moneys on trust for the Bank and not withdraw the monies it receives from such account(s) unless and to the extent that the Bank shall agree thereto in writing; 11 (e) if so required by the Bank, promptly give notice (in such form as the Bank may require) to any person requiring payment into the Company's account(s) with the Bank of all moneys due or to become due to the Company from that person; (f) promptly deposit with the Bank and permit the Bank to hold and retain all certificates and documents of title, duly executed transfers or assignments and any other documents relating to the Charged Assets or any interest therein as the Bank may from time to time require to perfect its title thereto or to vest or enable it to vest the same in itself or its nominees or any purchaser; (g) observe and perform all covenants and stipulations from time to time affecting any of the Charged Assets or any interest therein, take such action as may from time to time be necessary or desirable to preserve, maintain and renew any of the Charged Assets or any interest therein, and not do or suffer or omit to be done any act matter or thing whereby any provision of any applicable law, decree, order or regulation from time to time in force affecting any of the Charged Assets or any interest therein is infringed; (h) keep all its buildings, structures, fixtures, furniture, fittings, equipment, plant and machinery, computers, and vehicles in good and substantial repair and in good working order and condition with recognisable identification markings, and not pull down, demolish, dismantle, remove or do anything similar with any of the same without the prior written consent of the Bank except in the ordinary course of use, repair, maintenance or improvement or where the asset concerned is no longer required for the purpose of its business; (i) inform the Bank immediately on contracting to purchase or otherwise acquire any estate or interest in real property and promptly provide the 12 Bank with such information in relation to the same as the Bank may from time to time require; (j) insure and keep insured such of the Charged Assets as are of an insurable nature with insurers previously approved by the Bank against such risks, contingencies, losses and liabilities in respect of which insurance is prudently taken out and against such other risks, contingencies, losses or liabilities as the Bank shall from time to time request to their full replacement value from time to time (including fees and other charges and expenses), with the interest of the Bank noted on every policy or cover note relating to such insurances each of which shall contain such provisions for the protection of the Bank as the Bank may require; duly and punctually pay all premiums and other moneys necessary for effecting and keeping up such insurances and on demand produce to the Bank the policies of such insurances and proof of such payments; forthwith upon receipt pay to the Bank and pending such payment hold on trust for the Bank all moneys received by it by virtue of any insurances maintained or effected by it (whether or not effected pursuant to the above) for application, at the option of the Bank, in making good the loss, damage, destruction or liability in respect of which such moneys are received (any deficiency being made good by the Company) or in or towards payment, discharge or satisfaction of any Secured Indebtedness; (k) duly and punctually pay, discharge and indemnify the Bank and any Receiver against all debts, obligations and liabilities which would have preference to the floating charge created by this Debenture and all existing and future taxes, duties, rates, rents and outgoings assessed upon or payable by the Company in respect of any of the Charged Assets or any interest therein and on demand produce to the Bank receipts or other evidence satisfactory to the Bank that such payments have been duly made or (as the case may be) such obligations and liabilities have been duly discharged (failing which, the Bank may assume that such 13 payments have not been duly made or such obligations and liabilities have not been duly discharged); and (l) promptly take such action as may be necessary or desirable to preserve, protect, maintain or renew any Charged Assets or any interest therein. 5.02 The Company covenants with the Bank that during the continuance of this Agreement:security, it will not, without the prior written consent of the Bank:- (a) it shall warrant declare or pay any dividend on, or declare or make any cash or other distribution in respect of , any class or part of its share or loan capital in respect of any financial year except to such extent and defend its title in such manner as the Bank may from time to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoevertime agree; (b) make or grant any loan or advance, provide or extend any credit or accommodation, enter into any funding arrangement, give any guarantee, indemnity or assurance against loss to or for the benefit of any person or act as surety or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person, except (in each case) on normal commercial terms in the ordinary course of its business as otherwise permitted in this Agreement or now conducted and for the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part purpose of the Pledged Collateral or suffer to exist any encumbrance carrying on the Pledged Collateral, other than Permitted Liensthat business; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder borrow or in respect of any other manner raise money or incur or create any actual or contingent liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing indebtedness beyond any limit from time to time determined by the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the PledgorBank; (d) it shall furnish to Pledgee enter into or undertake any new capital commitment involving estimated expenditure by the Company beyond any limit from time to time statements and schedules further identifying and describing determined by the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; Bank; 14 (e) it shall give at least 30 days’ prior written notice to Pledgee of incur any (i) change of the location of Pledgor’s chief executive officeexpenditure, (ii) change of Pledgor’s name, identity indebtedness or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents financial or other organizational documents obligation or liability of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection an exceptional or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.unusual nature;

Covenants. (a) The Pledgor hereby Buyer covenants and agrees: (i) that during the continuance term of this Agreement: , neither it nor any “affiliated purchaser” (aas defined in Rule 10b-18 under the Exchange Act) it shall warrant and defend its title directly or indirectly (which shall be deemed to include the Pledged Collateralwriting or purchase of any cash-settled derivative instrument) purchase Shares (or any security convertible into or exchangeable for Shares) without the prior written approval of Seller (including, and all material rights and without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18 under the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged CollateralExchange Act)), in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverexcept through MSCO; (bii) except as otherwise permitted in this Agreement or the Finance Documents, that it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of report the Pledged Collateral or suffer Transaction to exist any encumbrance on the Pledged Collateral, other than Permitted Liensextent required under the Exchange Act and the rules and regulations thereunder; (ciii) it shall not take from that as of (i) the Company any undertaking or security in respect of its liability hereunder or in respect Trade Date and (ii) the date of any other liability of election by Issuer that Shares or Alternative Delivery Property be delivered by it or by MSCO pursuant to Section 6 or 7, Issuer is in compliance with its reporting obligations under the Company to the Pledgor Exchange Act and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorits most recent Annual Report on Form 10-K; (div) that it shall furnish is not relying, and has not relied, upon Seller or any of its representatives or advisors with respect to Pledgee the legal, accounting, tax or other implications of this Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Agreement, and that Seller and its affiliates may from time to time statements effect transactions for their own account or the account of customers and schedules further identifying hold positions in securities or options on securities of the Buyer and describing that Seller and its affiliates may continue to conduct such transactions during the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;term of this Agreement; and (ev) it shall give that the Shares are not, and Issuer will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) at least 30 days’ prior any time during the Regulation M Period (as defined below) unless Issuer has provided written notice to Pledgee MSCO of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period” (such event, a “Regulation M Event”); Issuer acknowledges that any such notice may cause a deemed Market Disruption Event to occur pursuant to Section 10; accordingly, Issuer acknowledges that its delivery of such notice must comply with the standards set forth in Section 12(c); provided, however, that Issuer may only declare up to 3 Regulation M Events during the Regulation M Period. “Regulation M Period” means, the period commencing on the first day of the Initial Hedge Period and ending on the earliest of (i) change of the location of Pledgor’s chief executive officeScheduled Valuation Date, (ii) change the third Exchange Business Day immediately following the last day of Pledgorthe Calculation Period, or such earlier day as elected by MSCO and notified to Issuer (or, if later, the Lock-out Date), and (iii) in the event Section 6 applies to a Transaction, and Issuer elects to require MSCO to deliver Shares or Alternative Delivery Property pursuant to such Section 6, the date reasonably determined by the Calculation Agent and notified to Issuer, provided that this Section 11(a) shall not (i) limit the Buyer’s nameability, identity pursuant to its employee incentive plan or structure dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Buyer’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgorlimit Buyer’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise grant stock and options to “affiliated purchasers” (as defined in Rule 10b-18) or the sameability of such affiliated purchasers to acquire such stock or options, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementBuyer’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Issuer, and in connection with any such purchase Buyer will be deemed to represent to Seller that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Issuer, a “Compensatory Plan”).

Covenants. The Pledgor hereby In addition to the covenants set forth in the Indenture, the Company covenants that during so long as any of the continuance of this AgreementNotes are outstanding: (a) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it The Company shall not selland shall not permit any of its Significant Subsidiaries to create, assignassume, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral incur or suffer to exist any encumbrance Lien upon or with respect to any Principal Properties, whether now owned or hereafter acquired, without making effective provision whereby the Notes shall be secured by such Lien equally and ratably with or prior to any and all Indebtedness and other obligations to be secured thereby, provided that nothing in this Section 2.08(a) shall prohibit: (i) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Pledged Collateralbooks of the Company or the applicable Significant Subsidiary, other than Permitted Liensin conformity with GAAP; (cii) it shall Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not take overdue for a period of more than 90 days or that are being contested in good faith by appropriate proceedings; (iii) Pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (iv) Deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any undertaking or security of its Significant Subsidiaries; (vi) Liens in respect of property of the Company or any of its liability hereunder or subsidiaries existing on the date hereof; (vii) Liens in respect of property acquired or constructed by the Company or any of its subsidiaries after the date hereof, which are created at the time of or within 120 days after acquisition or completion of construction of that property to secure Indebtedness assumed or incurred to finance all or any part of the purchase price or cost of construction of that property, provided that in that case (a) none of those liens extend to or cover any other liability property of the Company or any of its subsidiaries, as the case may be, and (b) the aggregate principal amount of Indebtedness secured by all of those liens in respect of that property does not exceed the cost of that property and any improvements then being financed; (viii) Liens securing Indebtedness owed by a subsidiary of the Company to the Pledgor and the Pledgor shall not prove nor have the right Company or any of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorits subsidiaries; (dix) it shall furnish Extensions, renewals or replacements of any Liens permitted hereunder (including successive extensions, renewals and replacements), provided that with respect to Pledgee from time Indebtedness in excess of $250,000,000, the principal amount of Indebtedness (or the maximum commitment therefor) secured by that Lien is not increased and that Lien does not extend to time statements and schedules further identifying and describing or cover any property other than the Pledged Collateral as Pledgee reasonably requestsproperty covered by that Lien on the date of that extension, all in reasonable detailrenewal or replacement; (ex) it shall give at least 30 days’ prior written notice to Pledgee Any interest or title of a lessor under any lease entered into in the ordinary course of business and covering only the assets so leased; (xi) Liens existing upon any property acquired by the Company or any of its subsidiaries in the ordinary course of business; provided that (i) change such Lien is not created in contemplation of the location of Pledgor’s chief executive officeor in connection with such acquisition, (ii) change of Pledgor’s name, identity such Lien shall not apply to any other property or structure or assets and (iii) reorganization or reincorporation such Lien shall secure only those obligations which it secures on the date of Pledgor under such acquisition and extensions, renewals and replacements thereof that do not increase the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1outstanding principal amount thereof; (fxii) it shall Liens arising in connection with sales or transfers of, or financings secured by, accounts receivable or related contracts; (xiii) Liens created by or resulting from litigation or legal proceedings that are being contested in good faith by appropriate proceedings and do not consent to any termination of or amendment involve amounts that in the aggregate would exceed $50,000,000; (xiv) Liens incidental to the Organizational Documents or other organizational documents normal conduct of the business of the Company or any of its subsidiaries or the ownership of its property that could reasonably be expected to adversely affect are not incurred in connection with the Pledged Collateral, the Pledgor’s rights incurrence of Indebtedness and that do not in the Pledged Collateral, aggregate materially impair the validity, perfection or priority use of such property in the operation of the security interests business of the Pledgee Company and its subsidiaries taken as a whole or the value of such property for the purposes of such business; (xv) Liens in the Pledged Collateral, the rights and remedies respect of property of the Pledgee under this Agreement Company or any other Finance Document of its subsidiaries in connection with (a) the First Mortgage Bond Indentures or their ability to exercise (b) customary mortgage bonds issued by the same, Company or cause an Event of Default to occurits subsidiaries; and (gxvi) it shall indemnify Liens which would otherwise not be permitted by clauses (i) through (xv) above, securing additional Indebtedness of the Pledgee from, and hold it harmless against, any and all liabilities with respect to, Company or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of its subsidiaries, provided that the Pledged Collateral or in connection with the transaction contemplated by this Agreementaggregate amount of all such secured Indebtedness does not exceed 10% of Total Assets.

Covenants. The Pledgor hereby covenants that during 4.1 Conduct of JP's and PDC LP's Business Pending Mergers. During the continuance period from the date of this Agreement to the Effective Times, except as consented to in writing by GGP and GGP Partnership or as expressly provided for in this Agreement, each of JP and PDC LP shall, and shall cause (or, in the case of JP Subsidiaries that JP or PDC LP do not control, shall use commercially reasonable efforts to cause) each of the JP Subsidiaries to: (a) it shall warrant conduct its business only in the usual, regular and defend its title to ordinary course and in substantially the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeversame manner as heretofore conducted; (b) except as otherwise permitted in this Agreement or use commercially reasonable efforts to preserve intact its business organizations and goodwill and keep available the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part services of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liensits officers and employees; (c) it shall not take from the Company any undertaking report on a regular basis to one or security in more representatives of GGP with respect to operational matters of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgormateriality; (d) it shall furnish promptly notify GGP and GGP Partnership of any change in the condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its businesses or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) that, individually or in the aggregate, has had or would reasonably be expected to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailhave a JP Material Adverse Effect; (e) it shall give at least 30 days’ prior written notice promptly deliver to Pledgee GGP and GGP Partnership true and correct copies of any (i) change report, statement or schedule filed with the SEC subsequent to the date of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1this Agreement; (f) preserve JP's qualification as a REIT within the meaning of Section 856 of the Code; (g) maintain its books and records in accordance with GAAP consistently applied and not change in any material manner any of its methods, principles or practices of accounting in effect at the JP Financial Statement Date, except as may be required by the SEC, applicable law or GAAP; (h) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided JP notifies GGP and GGP Partnership that it is availing itself of any such extensions and provided such extensions do not adversely affect JP's status as a qualified REIT under the Code; (i) not make or rescind any election relating to Taxes (unless required by law or necessary to preserve JP's status as a REIT or the status of any JP Subsidiary as a partnership or disregarded entity for federal income tax purposes or as a qualified REIT subsidiary under Section 856(i) of the Code, as the case may be) provided, that nothing in this Agreement shall not consent to any termination preclude JP from designating dividends paid by it as "capital gain dividends" within the meaning of or amendment Section 857 of the Code, subject to the Organizational Documents reasonable consent of GGP; (j) not (i) acquire, enter into any option to acquire, or exercise an option or other organizational documents right or election or enter into any other commitment or contractual obligation (each, a "Commitment") for the acquisition of any real property other than the acquisition of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority real properties described on Schedule 4.1(j) of the security interests JP Disclosure Letter in accordance with the terms thereof, (ii) enter into any Commitment to develop or construct other real estate projects, except in accordance with the 2002 JP Operating Budget, a copy of which previously was delivered to GGP (the "JP Budget"), (iii) incur or enter into any Commitment to incur additional Indebtedness (secured or unsecured) except under its existing revolving line(s) of credit and Commitments for Indebtedness described in Schedule 4.1(j) to the JP Disclosure Letter or in furtherance of the Pledgee in the Pledged Collateral, the rights and remedies completion of the Pledgee under transactions contemplated by this Agreement or (iv) modify, amend or terminate, or enter into any Commitment to modify, amend or terminate, any Indebtedness (secured or unsecured) in existence as of the date hereof; (k) not amend the JP Articles or the JP Bylaws, or the articles or certificate of incorporation, bylaws, code of regulations, partnership agreement (including, without limitation, the PDC LP Agreement), operating agreement or joint venture agreement or other charter or organizational document of any JP Subsidiary; (l) make no change in the number of issued and outstanding shares of capital stock, units of limited partnership interest, or other equity interests in JP, PDC LP or any other Finance Document JP Subsidiary (including by way of redemption or their ability repurchase), other than pursuant to (i) the exercise of options disclosed in Schedule 2.3 to the sameJP Disclosure Letter, (ii) the exchange of PDC OP Units by the holders thereof or the issuance of other securities in exchange for convertible or exchangeable stock described in Schedule 2.3 to the JP Disclosure Letter, (iii) the exercise of any other convertible securities described in Schedule 2.3 to the JP Disclosure Letter or (iv) the exchange of JP Common Stock for Excess Stock or Excess Stock for Common Stock, or cause an Event repurchase of Default Excess Stock in accordance with Article Ninth of the JP Articles; (m) grant no option or other right or commitment relating to occurits shares of capital stock, units of limited partnership interest or other equity interests or any security convertible into its shares of capital stock, units of limited partnership interest or other equity interests, or any security the value of which is measured by shares of stock, or any security subordinated to the claim of its general creditors and, other than pursuant to Section 5.7(c) of this Agreement, not amend or waive any rights under any of the JP Stock Options or JP Stock Rights; (n) not sell, lease, mortgage, subject to Lien or otherwise dispose of any of the JP Properties, except that JP may lease the JP Properties in accordance with the 2002 JP leasing plan, a copy of which previously was delivered to GGP; (o) not sell, lease, mortgage, subject to Lien or otherwise dispose of any of its personal property or intangible property, except for any such transaction which is in the ordinary course of business consistent with past practice and is not material, individually or in the aggregate; (p) not make any loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances and capital contributions to JP Subsidiaries in existence on the date hereof and expense advances to employees which, in each case, are made in the ordinary course of business consistent with past practice and except in connection with a transaction permitted by Section 4.1(j); (q) not incur, pay, discharge or satisfy (i) any of the Indebtedness described on Schedule 2.18 (a) other than the payment of regularly scheduled principal and interest payments or (ii) any other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities prudently incurred or otherwise reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) furnished to GGP and GGP Partnership or incurred in the ordinary course of business consistent with past practice or in furthermore of the transactions contemplated by this Agreement; (r) not enter into any guarantee relating to the Indebtedness of another Person, enter into any keep well or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing; (s) except as disclosed in Schedule 4.1(s) to the JP Disclosure Letter, not enter into or modify or amend any Commitment with any officer, director or Affiliate of JP or any of the JP Subsidiaries; (t) except as disclosed in Schedule 4.1(t) to the JP Disclosure Letter, not increase any compensation of, or enter into or amend any employment agreement with, any of its officers, directors or employees earning more than $50,000 per annum, other than as required by any contract or Plan or in accordance with waivers by employees of benefits under such agreements; (u) other than as permitted by Section 5.7(e), not adopt any new employee benefit plan or amend any existing plans or rights; (v) not settle any stockholder derivative or class action claims arising out of or in connection with any of the transactions contemplated by this Agreement; (w) not change the ownership of any of the JP Subsidiaries, except changes which arise as a result of the acquisition of PDC OP Units pursuant to the PDC LP Agreement; (x) not accept a promissory note in payment of the exercise price payable under any option to purchase shares of JP Common Stock; (y) not enter into any Tax Protection Agreement; (z) not settle or compromise any material federal, state, local or foreign Tax liability; and (gaa) it shall indemnify the Pledgee fromnot authorize, and hold it harmless againstrecommend, any and all liabilities with respect to, propose or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined announce an intention to be payable with respect to do any of the Pledged Collateral foregoing prohibited actions, or in connection with enter into any contract, agreement, commitment or arrangement to do any of the transaction contemplated by this Agreementforegoing prohibited actions.

Covenants. The Pledgor Company hereby covenants and agrees that during for as long as, and to the continuance extent that, the security interest granted by this Security Agreement shall continue and exist, without the advance written consent of this AgreementLender, the Company shall: (a) it shall warrant and defend its title to the Pledged Collateral, and perform all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and Obligations according to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoevertheir terms; (b) except as otherwise permitted in this Agreement or defend the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in title to any manner any part interest of the Pledged Company in the Collateral (to the extent such Collateral (i) has not been released pursuant to Section 7 or suffer has been reinstated pursuant to exist Section 7 and (ii) is subject to any encumbrance on the Pledged Collateral, other than Permitted Lienssecurity interest created by this Security Agreement) against all persons and against all claims and demands whatsoever; (c) it shall not immediately upon Lender's request, execute and deliver such further instruments and documents, and take from the Company any undertaking all such other action, as Lender deems reasonably necessary or desirable to further evidence and perfect this pledge and grant of security in respect of its liability hereunder or in respect of any other liability of the Company Collateral (to the Pledgor extent such Collateral (i) has not been released pursuant to Section 7 or has been reinstated pursuant to Section 7 and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for (ii) is subject to any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorsecurity interest created by this Security Agreement); (d) it shall immediately upon demand of Lender, furnish further assurance of title, execute any written agreement or do any other acts necessary to Pledgee from time effectuate the purposes and provisions of this Security Agreement, execute any instrument or statement required by law or otherwise in order to time statements perfect or continue the security interest of the Lender in the Collateral (to the extent such Collateral (i) has not been released pursuant to Section 7 or has been reinstated pursuant to Section 7 and schedules further identifying (ii) is subject to any security interest created by this Security Agreement) or to terminate the security interest of the Lender in the Collateral (to the extent such Collateral has been released pursuant to Section 7 and describing the Pledged Collateral as Pledgee reasonably requestsis not subject to any security interest created by this Agreement), and pay all costs of filing in reasonable detailconnection therewith; (e) it shall give at least 30 days’ prior written notice keep the Collateral (to Pledgee of any the extent such Collateral (i) change of the location of Pledgor’s chief executive office, has not been released pursuant to Section 7 or has been reinstated pursuant to Section 7 and (ii) change is subject to any security interest created by this Security Agreement) free and clear of Pledgor’s nameall liens, identity or structure or (iii) reorganization or reincorporation of Pledgor under charges, encumbrances, taxes and assessments, other than the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;lien and security interest granted by this Security Agreement; and (f) it shall pay, when due, all taxes, assessments and license fees relating to the Collateral (to the extent such Collateral (i) has not consent been released pursuant to Section 7 or has been reinstated pursuant to Section 7 and (ii) is subject to any termination security interest created by this Security Agreement). Without limiting the generality of the foregoing, the Collateral shall be deposited into and (until released pursuant to Section 7) maintained in an account or amendment accounts with financial institutions reasonably acceptable to Lender, from which withdrawals, payments and transfers to the Organizational Documents or other organizational documents Company shall be made only upon the joint signatures of a duly authorized representative of the Company that could reasonably be expected to adversely affect and a duly authorized representative of Lender, and the Pledged CollateralCompany shall not withdraw, cancel, redeem or seek the payment, release, delivery, or assignment of, or transfer of any right, title or interest in, the Pledgor’s rights in Collateral (until released pursuant to Section 7), to the Pledged Collateral, the validity, perfection or priority extent that any portion of the security interests Principal Amount under the Note shall remain outstanding and shall not theretofore have been converted into Common Stock or repaid. The restrictions set forth in this Section 4 shall not apply to any portion of the Pledgee in the Pledged Collateral, the rights Collateral that has been released pursuant to Section 7 and remedies of the Pledgee under this Agreement or any other Finance Document or their ability is not subject to exercise the same, or cause an Event of Default a security interest pursuant to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. The Pledgor hereby Borrower covenants that during the continuance of so long as any sum remains to be lent or remains payable under this Agreement: (a) it shall warrant will notify the Lender of the occurrence of any Event of Default immediately upon becoming aware of it and defend its title will from time to time on request deliver to the Pledged Collateral, and all material rights Lender a certificate confirming that no Event of Default has occurred or setting out details of any Event of Default and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and action taken or proposed to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverbe taken to remedy it; (b) except as otherwise permitted in it will promptly deliver to the Lender details of any litigation, arbitration or administrative proceedings which, if it had been current, pending or to its knowledge, threatened at the date of this Agreement would have rendered the warranty in clause 8.1(g) incorrect and such other information relating to its financial condition or operations as the Finance Documents, it shall Lender may from time to time request. It will ensure that all information supplied to the Lender is at the time of supply accurate in all material respects and that there are no material facts which are not sell, assign, transfer, charge, pledge disclosed and whose non-disclosure might render any such information misleading or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liensinaccurate; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of Borrower will only use the Company to Principal Sum for the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the PledgorAuthorised Purpose; (d) it shall furnish will at all times strictly comply with its Obligations under all Transaction Documents to Pledgee which they are a party and not do any act or thing which might prejudice, or refrain from time to time statements and schedules further identifying and describing doing any act or thing which might prejudice all or any part of the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailTransaction Documents; (e) it shall give at least 30 days’ prior written notice to Pledgee if the Borrower enters into this Agreement as the trustee of any (i) change trust, it will not vary without the consent of the location of Pledgor’s chief executive office, Lender in any way whatsoever the trust deed as presented to the Lender (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1such consent not to be unreasonably withheld); (f) it shall not will not, except with the prior written consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged CollateralLender, the Pledgor’s rights in the Pledged Collateral, the validity, perfection commence any winding-up or priority dissolution of the security interests Borrower and will maintain its existence and the Right to carry on the business and operations and acquire, maintain and renew all Rights, contracts, powers, privileges, licences, leases, sanctions, franchises and concessions necessary or useful for the conduct of the Pledgee in the Pledged Collateral, the rights its business and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occuroperation; and (g) it shall indemnify will apply for and obtain, maintain, apply for the Pledgee from, renewal of and hold it harmless against, not allow to lapse (except if no longer relevant) any of the required authorities or consents or any other consents under any relevant and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes applicable laws which may be payable become necessary or determined to be payable advisable so that the Borrower and the Guarantor may perform all of their Obligations under this Agreement and the Transaction Documents or any deed or document connected with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementthem.

Covenants. The Pledgor hereby Maker covenants that during and agrees that, until the continuance of Total Amount owing under this Agreement:Note has been paid in full, (a) it shall warrant and defend its title Maker will deliver to the Pledged CollateralHolder a copy of Maker’s annual consolidated financial statements, including balance sheet, statement of income, and all material rights and statement of cash flows, reviewed by independent certified public accountants acceptable to Holder no later than ninety (90) days after the security interest (including the priority thereof) end of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost fiscal year of the Pledgor against the claims and demands of all persons whomsoever;Maker, (b) except as otherwise permitted in this Agreement or the Finance DocumentsMaker will deliver a copy of Maker’s unaudited (internally prepared) quarterly consolidated financial statements, it shall not sellincluding balance sheet, assignstatement of income, transferand statement of cash flows, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other Holder no later than Permitted Liens;sixty (60) days following each calendar quarter end, (c) it shall not take from Maker will not, without the Company prior written consent of Holder, pay, distribute or authorize any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;Restricted Payment, (d) Maker will not, without the prior written consent of Holder, issue any additional ownership interests in or other Equity Interests of or in Maker other than those that by their terms will be subject to the Parent Pledge, (e) Maker will give Holder (i) prompt written notice of any amendment, modification or waiver of the Senior Loan Documents or provisions thereof and (ii) prompt written notice following the maturity of the indebtedness under the Senior Loan Documents being accelerated for any reason, including as a result of occurrence of any event of default under the Senior Loan Documents, (f) Maker will maintain its legal existence and good standing in its respective jurisdiction of formation and maintain qualification in each jurisdiction in which it shall furnish is required to Pledgee be qualified, (g) Maker will incur no liabilities for borrowed money other than such liabilities owed to Senior Lender, (h) Maker will grant no liens on its assets to any party other than Holder and Senior Lender, (i) Maker will not, without the prior written consent of Holder, (x) directly or indirectly enter into or permit to exist any transaction with any affiliate of Maker, except for transactions that are made in the ordinary course of business on fair and reasonable terms that are no less favorable to Maker than would be obtained in an arm’s length transaction with a non-affiliated person, or (y) pay, distribute or authorize any compensation or other payments to officers, directors or employees of Maker except for such amounts that are in the ordinary course of business and on fair and reasonable terms, and (j) Holder will have the right, while any Obligations remain outstanding hereunder, (i) to appoint a representative designated by Holder from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, to attend all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change meetings of the location Board of Pledgor’s chief executive office, Directors of Parent as a non-voting observer; and (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the to receive all information specified in Part B of Schedule 1; (f) it shall not consent distributed by Parent to any termination of or amendment to the Organizational Documents or other organizational documents voting members of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority Board of the security interests Directors of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this AgreementParent.

Covenants. The Pledgor hereby Each of Airplanes Limited, Holding Co. and AeroUSA covenants with the Administrative Agent that during it will, and will procure that each of its respective Subsidiaries will, conduct its business such that it is a separate and readily identifiable business from, and independent of, the continuance Administrative Agent and any of this Agreement:its Affiliates and further covenants as follows:‌ (a) during the term of this Agreement, it shall warrant and defend its title to the Pledged Collateralwill observe, and will cause its Subsidiaries to observe, all material rights corporate formalities necessary to remain legal entities separate and distinct from, and independent of, the security interest (including the priority thereof) Administrative Agent and any of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverits Subsidiaries; (b) except as otherwise permitted in during the term of this Agreement or the Finance DocumentsAgreement, it shall not sellwill maintain, assignand will cause its Subsidiaries to maintain, transfer, charge, pledge or encumber in any manner any part each of their respective assets and liabilities separate and distinct from those of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted LiensAdministrative Agent; (c) during the term of this Agreement, it shall not take will maintain, and will cause its Subsidiaries to maintain, records, books, accounts, and minutes separate from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability those of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the PledgorAdministrative Agent; (d) during the term of this Agreement, it shall furnish will pay, and will cause its respective Subsidiaries to Pledgee pay, each of their respective obligations in the ordinary course of business as legal entities separate from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailAdministrative Agent; (e) during the term of this Agreement, it shall give at least 30 days’ prior written notice will keep, and will cause its Subsidiaries to Pledgee keep, each of their respective funds separate and distinct from any (i) change funds of the location Administrative Agent, and will receive, deposit, withdraw and disburse such funds separately from any funds of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1Administrative Agent; (f) during the term of this Agreement, it shall will conduct, and will cause its respective Subsidiaries to conduct, each of their respective businesses in their own name, and not consent to any termination of or amendment to in the Organizational Documents or other organizational documents name of the Company that could reasonably be expected Administrative Agent; (g) during the term of this Agreement, it will not agree, and will cause its Subsidiaries not to adversely affect agree, to pay or become liable for any debt of the Pledged CollateralAdministrative Agent, the Pledgor’s rights other than to make payments in the Pledged Collateralform of indemnity as required by the express terms of this Agreement; (h) during the term of this Agreement, the validityit will not hold out, perfection or priority and will cause its Subsidiaries not to hold out, that any of them is a division of the security interests Administrative Agent, or that the Administrative Agent is a division of any of them; (i) during the term of this Agreement, it will not induce, and will cause its Subsidiaries not to induce, any third party to rely on the creditworthiness of the Pledgee Administrative Agent in order that such third party will be induced to contract with it; (j) during the Pledged Collateralterm of this Agreement, it will not enter into, and will cause its Subsidiaries not to enter into, any transaction between any of them and the rights and remedies of Administrative Agent that are more favorable to either party than transactions that the Pledgee under parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the date hereof (it being understood that the parties hereto do not intend by this Agreement or covenant to ratify any other Finance Document or their ability to exercise the same, or cause an Event of Default to occurself-dealing transactions); and (gk) during the term of this Agreement, it shall indemnify the Pledgee fromwill observe, and hold it harmless againstwill cause its Subsidiaries to observe, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales material corporate or other taxes which may be payable or determined to be payable with respect to any procedures required under Applicable Law and under each of the Pledged Collateral or in connection with the transaction contemplated by this Agreementtheir respective constitutive documents.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title Except to the Pledged Collateral, and all material rights and extent expressly permitted by the security interest (including the priority thereof) terms of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Secured Creditor Documents, each Pledgor agrees that it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any will (i) not change its name or its current legal structure, and will not, in one transaction or a series of the location related transactions, merge into or consolidate with any other entity, or sell all or substantially all of Pledgor’s chief executive officeits assets, (ii) change maintain its due organization and good standing in its jurisdiction of Pledgor’s nameorganization, identity or structure or (iii) reorganization not change its jurisdiction of organization, and (iv) not change its mailing address, place of business or reincorporation chief executive office (if it has more than one place of business), unless such Pledgor under shall have given the laws Collateral Agent not less than 30 day’s prior written notice of another jurisdiction, in each case from such event or occurrence and the information specified in Part B of Schedule 1; Collateral Agent shall have either (fx) it shall determined that such event or occurrence will not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the Collateral Agent’s security interests of the Pledgee interest in the Pledged Collateral, or (y) taken such steps (with the rights and remedies cooperation of the Pledgee under this Agreement Pledgors to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Collateral Agent’s security interest in such Pledged Collateral; (b) No Pledgor will (i) register the Pledged Collateral in the name of any Person other than the Collateral Agent, (ii) consent to any agreement between any Pledged Subsidiary and any Person other than the Collateral Agent in which Pledged Subsidiary agrees to act on the instructions of any such Person, (iii) deliver the Pledged Collateral or any related Power or endorsement to any Person other Finance Document than the Collateral Agent or their ability (iv) otherwise grant “control” (as such term is used in Section 8-106 of the UCC) of the Pledged Collateral to exercise any Person other than the sameCollateral Agent, provided, however, that each Pledgor shall, at the reasonable request and direction of the Collateral Agent at any time, promptly take any or all of such actions as set forth in clause (i) – (iv) above for the benefit of, and in a manner reasonably acceptable to, the Collateral Agent; (c) Without limiting the provisions of clause (b), each Pledgor will, at its expense, promptly execute, authorize, acknowledge and deliver all such instruments, certificates or other documents, and take all such additional actions as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent the benefits of the first priority security interest in and to the Pledged Collateral intended to be created by this Pledge Agreement, including, without limitation, (i) the authorization and filing of any necessary UCC financing statements, (ii) the delivery to the Collateral Agent of any certificates that may from time to time evidence the Pledged Collateral, (iii) the execution in blank and delivery of any necessary Powers or other endorsements, and (iv) taking such action as required in the jurisdiction of organization of the applicable Pledged Subsidiary in order to ensure the enforceability and recognition of such first priority security interest in such jurisdiction of organization, and will cooperate with the Collateral Agent, at such Pledgor’s expense, in obtaining all necessary approvals and consents, and making all necessary filings under federal, state, local or foreign law in connection with such security interests or any sale or transfer of the Pledged Collateral; (d) Except as otherwise permitted by the Secured Creditor Documents, each Pledgor has and will defend the title to the Pledged Collateral and the security interests of the Collateral Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such security interests; (e) Each Pledgor will, upon obtaining ownership of any additional Pledged Collateral promptly and in any event within five (5) Business Days deliver to the Collateral Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Pledged Collateral, pursuant to which the Pledgor shall confirm its grant of a security interest in such additional Pledged Collateral pursuant to Section 1 hereof to the Collateral Agent, such grant being deemed effective as of the date hereof, regardless of whether such Pledge Amendment is ever executed pursuant to this paragraph. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Pledge Agreement and to unilaterally amend Schedule I hereto pursuant to the terms of Section 2 hereof, and agrees that all Pledged Collateral listed on any Pledge Amendment delivered to the Collateral Agent, or amended Schedule I, shall for all purposes hereunder be considered Pledged Collateral (it being understood and agreed that the failure by any Pledgor or the Collateral Agent to prepare or execute any such Pledge Amendment shall not prevent the creation or attachment of the Collateral Agent’s lien and security interest in any such shares which creation and attachment shall automatically, and be deemed to, occur pursuant to Section 1 hereof); (f) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any financing statements or amendments thereto that (a) describe the Pledged Collateral and (b) contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Pledgor also ratifies its authorization for the Collateral Agent to have filed any financing statements or amendments thereto if filed prior to the date hereof; (g) Each Pledgor will (i) deliver to the Collateral Agent immediately upon execution of this Pledge Agreement, a Pledge Supplement or a Pledge Amendment, as applicable, the originals of all certificates or other instruments constituting Pledged Collateral and (ii) hold in trust for the Collateral Agent upon receipt and immediately thereafter deliver to the Collateral Agent any certificates or other instruments constituting Pledged Collateral; (h) Each Pledgor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of investment property not represented by certificates which are Pledged Collateral to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of investment property not represented by certificates and all rollovers and replacements therefor to reflect the pledge of such Pledged Collateral granted pursuant to this Pledge Agreement. Each Pledgor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Pledged Collateral and (ii) any financial intermediary which is the holder of any investment property, to cause the Collateral Agent to have and retain control over such securities or other investment property. Without limiting the foregoing, each Pledgor will, with respect to investment property held with a financial intermediary, cause such financial intermediary to enter into a control agreement with the Collateral Agent in form and substance satisfactory to the Collateral Agent; (i) Except as otherwise permitted by the terms of the Secured Creditor Documents, each Pledgor will not (i) permit or suffer any issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Pledged Collateral over which it has voting control to dissolve, liquidate, retire any of its capital stock or other instruments or securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the instruments, securities or other investment property in favor of any of the foregoing; (j) Each Pledgor will permit any registerable Pledged Collateral to be registered in the name of the Collateral Agent or its nominee at any time after the occurrence and continuance of an Event of Default to occurDefault; and (gk) Each Pledgor agrees that it shall indemnify will not, except as otherwise permitted by the Pledgee fromSecured Creditor Documents, and hold it harmless against(i) sell or otherwise dispose of, or grant any and all liabilities option with respect to, any of the Pledged Collateral without the prior written consent of the Collateral Agent, or resulting from (ii) create or permit to exist any delay in paying, any and all stamp, excise, sales Lien upon or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with Collateral, except for the transaction contemplated by security interest under this Pledge Agreement.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title Except to the Pledged Collateral, and all material rights and extent expressly permitted by the security interest (including the priority thereof) terms of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Loan Documents, each Pledgor agrees that it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any will (i) not change its name or its current legal structure, and will not, in one transaction or a series of the location related transactions, merge into or consolidate with any other entity, or sell all or substantially all of Pledgor’s chief executive officeits assets, (ii) change maintain its due organization and good standing in its jurisdiction of Pledgor’s nameorganization, identity or structure or (iii) reorganization not change its jurisdiction of organization, and (iv) not change its mailing address, place of business or reincorporation chief executive office (if it has more than one place of business), unless such Pledgor under shall have given the laws Administrative Agent not less than 30 day’s prior written notice of another jurisdiction, in each case from such event or occurrence and the information specified in Part B of Schedule 1; Administrative Agent shall have either (fx) it shall determined that such event or occurrence will not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the Administrative Agent’s security interests of the Pledgee interest in the Pledged Collateral, or (y) taken such steps (with the rights and remedies cooperation of the Pledgee under this Agreement Pledgors to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in such Pledged Collateral; provided that the foregoing shall not prohibit Bruker BioSpin Invest AG from being renamed Bruker BioSpin AG nor from relocating its statutory domicile from Zug to Fällanden. (b) No Pledgor will (i) register the Pledged Collateral in the name of any Person other than the Administrative Agent representing the Secured Parties, (ii) consent to any agreement between any Pledged Subsidiary and any Person other than the Administrative Agent in which Pledged Subsidiary agrees to act on the instructions of any such Person, (iii) deliver the Pledged Collateral or any related Power or endorsement to any Person other Finance Document than the Administrative Agent or their ability (iv) otherwise grant “control” (as such term is used in Section 8-106 of the UCC) of the Pledged Collateral to exercise any Person other than the sameAdministrative Agent, provided, however, that each Pledgor shall, at the reasonable request and direction of the Administrative Agent at any time, promptly take any or all of such actions as set forth in clause (i) — (iv) above for the benefit of, and in a manner reasonably acceptable to, the Administrative Agent; (c) Without limiting the provisions of clause (b), each Pledgor will, at its expense, promptly execute, authorize, acknowledge and deliver all such instruments, certificates or other documents, and take all such additional actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent the benefits of the first priority security interest in and to the Pledged Collateral intended to be created by this Pledge Agreement, including, without limitation, (i) the authorization and filing of any necessary UCC financing statements, (ii) the delivery to the Administrative Agent of any certificates that may from time to time evidence the Pledged Collateral, (iii) the execution in blank and delivery of any necessary Powers or other endorsements, and (iv) taking such action as required in the jurisdiction of organization of the applicable Pledged Subsidiary in order to ensure the enforceability and recognition of such first priority security interest in such jurisdiction of organization, and will cooperate with the Administrative Agent, at such Pledgor’s expense, in obtaining all necessary approvals and consents, and making all necessary filings under federal, state, local or foreign law in connection with such security interests or any sale or transfer of the Pledged Collateral; (d) Each Pledgor has and will defend the title to the Pledged Collateral and the security interests of the Administrative Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such security interests; (e) Each Pledgor will, upon obtaining ownership of any additional Pledged Collateral promptly and in any event within five (5) Business Days deliver to the Administrative Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Pledged Collateral, pursuant to which the Pledgor shall confirm its grant of a security interest in such additional Pledged Collateral pursuant to Section 1 hereof to the Administrative Agent, such grant being deemed effective as of the date hereof, regardless of whether such Pledge Amendment is ever executed pursuant to this paragraph. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Pledge Agreement and to unilaterally amend Schedule I hereto pursuant to the terms of Section 2 hereof, and agrees that all Pledged Collateral listed on any Pledge Amendment delivered to the Administrative Agent, or amended Schedule I, shall for all purposes hereunder be considered Pledged Collateral (it being understood and agreed that the failure by any Pledgor or the Administrative Agent to prepare or execute any such Pledge Amendment shall not prevent the creation or attachment of the Administrative Agent’s lien and security interest in any such shares which creation and attachment shall automatically, and be deemed to, occur pursuant to Section 1 hereof); (f) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any financing statements or amendments thereto that (a) describe the Pledged Collateral and (b) contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Pledgor also ratifies its authorization for the Administrative Agent to have filed any financing statements or amendments thereto if filed prior to the date hereof; (g) Each Pledgor will (i) deliver to the Administrative Agent immediately upon execution of this Pledge Agreement, a Pledge Supplement or a Pledge Amendment, as applicable, the originals of all certificates or other instruments constituting Pledged Collateral and (ii) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any certificates or other instruments constituting Pledged Collateral; (h) Each Pledgor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of investment property not represented by certificates which are Pledged Collateral to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of investment property not represented by certificates and all rollovers and replacements therefor to reflect the pledge of such Pledged Collateral granted pursuant to this Pledge Agreement. Each Pledgor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Pledged Collateral and (ii) any financial intermediary which is the holder of any investment property, to cause the Administrative Agent to have and retain control over such securities or other investment property. Without limiting the foregoing, each Pledgor will, with respect to investment property held with a financial intermediary, cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent; (i) Except as otherwise permitted by the terms of the Loan Documents, each Pledgor will not (i) permit or suffer any issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Pledged Collateral over which it has voting control to dissolve, liquidate, retire any of its capital stock or other instruments or securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the instruments, securities or other investment property in favor of any of the foregoing; (j) Each Pledgor will permit any registerable Pledged Collateral to be registered in the name of the Administrative Agent or its nominee at any time after the occurrence and continuance of an Event of Default to occurDefault; and (gk) Each Pledgor agrees that it shall indemnify will not (i) except as otherwise permitted by the Pledgee fromLoan Documents, and hold it harmless againstsell or otherwise dispose of, or grant any and all liabilities option with respect to, any of the Pledged Collateral without the prior written consent of the Administrative Agent, or resulting from (ii) create or permit to exist any delay in paying, any and all stamp, excise, sales Lien upon or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with Collateral, except for the transaction contemplated by security interest under this Pledge Agreement.

Covenants. 5.1 The Pledgor hereby Licensee covenants and agrees that during the continuance of this Agreementit shall: (a) it shall warrant and defend its title to pay Fees or Renewal Fees, as the Pledged Collateral, and all material rights and case may be on the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverdates that they become due; (b) except as otherwise permitted in this Agreement or observe, abide by and comply with all applicable laws governing the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part use and occupancy of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted LiensLicence Area; (c) it shall not take from during the Company any undertaking or security Term, keep the Licence Area in a clean, sanitary and acceptable condition, including without limitation disposing of all garbage in the garbage cans and washing, drying and putting away all dishes used, provided that in respect of areas that are used by other users, the Licensee shall only be responsible for its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorown usage; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requestsnot commit wilful or voluntary waste, all in reasonable detaildestruction or nuisance; (e) it shall give at least 30 days’ prior written notice use the same discretion as a prudent person would use in their own home with respect to Pledgee the use of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1utilities; (f) it shall use and occupy the Licence Area in accordance with the Church Council Guidelines and for the purposes of delivering the Services only; (g) complete the following at the end of each session of use of the Licence Area: turn the thermostats to 50 degrees Fahrenheit; relocate to its original position any furniture that has been moved; turn off all lights; and close and lock all outside doors and windows; (h) not install or construct any improvements upon the Licence Area without the Parish’s prior written consent and to remove the same prior to the end of the Term if so required by the Parish; (i) permit the Parish to enter/inspect the Licence Area from time to time; (j) indemnify and save harmless the Parish, the Diocese, the ▇▇▇▇▇▇ of the Diocese, their respective successors, permitted assigns, agents, officers, directors, trustees, employees and volunteers (collectively, the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable legal fees on a solicitor and own client basis) of any termination kind or nature whatsoever which may be imposed on, incurred by or asserted against the Indemnitees (except to the extent arising from the negligence or wilful misconduct of such Indemnitees) which relate to or arise out of or amendment result from any breach of any laws, bylaws, rules, regulations or policies having the force of law, or any personal or bodily injury, including death, but only to the Organizational Documents extent that the same is caused by the entry, use or other organizational documents occupation of the Company that could reasonably be expected Licence Area by the Licensee; (k) pay, in addition to adversely affect the Pledged CollateralFees, the Pledgor’s rights any increase in the Pledged Collateral, the validity, perfection real property taxes (or priority any real property taxes imposed) arising out of the security interests use or occupation of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement Licence Area or any other Finance Document part of the Lands by the Licensee; (l) set alarms in the Church Building when not in use by the Licensee and other groups; (m) upon termination of this Agreement for any reason, leave the Licence Area in a clean, sanitary and acceptable condition; (n) permit the Parish to maintain a display of current art and written work relating to church activities within the Licence Area. 5.2 The Parish covenants and agrees that it shall: (a) provide water, heat and light to the Licence Area during the Term to the Licensee, provided that in the event that the same shall not be available the Parish shall use commercially reasonable efforts to cause the same to be restored; (b) maintain the insurance required of it in accordance with Schedule B and provide a copy of the same (or their ability such parts thereof as may be pertinent to exercise this Agreement) to the sameLicensee on request; (c) ensure that, or cause an Event in respect of Default to occurcommon areas and areas which are used by the Licensee and other users, the same are kept in a clean, sanitary and acceptable condition; and (gd) it shall indemnify procure the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any consent of the Pledged Collateral or in connection with Diocese to the transaction contemplated by execution of this Agreement.

Covenants. The Pledgor hereby Issuer covenants that during with the continuance Trustee that, so long as any Notes are Outstanding, it will perform and comply with each of the following covenants and not engage in any activity prohibited by this AgreementIndenture without the prior written consent of the Trustee pursuant to Section 9.1 or Section 9.2, as applicable, authorizing the Issuer not to perform any such covenants or to engage in any such activity prohibited by this Indenture, in each case on such terms and conditions, if any, as shall be specified in such prior written consent: (a) it Except as expressly permitted by any Transaction Document or Principal Document, the Issuer shall warrant not take any action, whether orally or in writing, that would amend, waive, modify, supplement, restate, cancel or terminate, or discharge or prejudice the validity or effectiveness of, this Indenture, the Notes, the Pledge and defend its title Security Agreement, the Purchase and Sale Agreement, the Residual License Agreement or the Servicing Agreement, or permit any party to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and any such document to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;be released from such obligations. (b) The Issuer shall not, directly or indirectly, (i) declare or pay any dividend or make any distribution on its Capital Securities, whether in cash, property, securities or a combination thereof, to the Parent or any other owner of a beneficial interest in the Issuer or otherwise with respect to any ownership of its Capital Securities, except as that the Issuer may distribute to the Parent (x) all or any portion of any amounts transferred to the Issuer pursuant to Section 3.7(a)(viii) or (y) any proceeds from an issuance of Notes in accordance with this Indenture, (ii) purchase, redeem, retire or otherwise acquire for value any issued Capital Securities of the Issuer or any of its Affiliates, (iii) make any payment of principal, interest or Premium, if any, on the Notes or make any voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of, or make any deposit (including the payment of amounts into a sinking fund or other similar fund) with respect to, Indebtedness of the Issuer other than in accordance with the Notes and this Indenture or (iv) make any loan or advance to a Person, any purchase or other acquisition of any beneficial interest, Capital Securities, warrants, rights, options, obligations or other securities of such Person, any capital contribution to such Person or any other investment in such Person (other than Eligible Investments and investments permitted under Section 5.2(f) or otherwise in accordance with the Notes and this Agreement or the Finance Documents, it Indenture). (c) The Issuer shall not sell, assign, transfer, charge, pledge or encumber in (and shall not consent to the Parent taking any manner any part of the Pledged Collateral action that would) incur or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking Lien over or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral Issuer’s assets, other than (i) any Permitted Lien or (ii) any security interest created or required to be created hereunder, including in connection with the issuance of any Class B Notes and any Refinancing Notes. (d) The Issuer shall not incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment or performance of, contingently or otherwise, whether present or future (in any such case, to “Incur”), Indebtedness; provided, however, that the Issuer may Incur Indebtedness in respect of the Original Class A Notes, any Class B Notes and any Refinancing Notes issued in accordance with this Indenture. (e) The Issuer shall not liquidate or dissolve, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of the Purchased Assets or all or any material portion of its other property and assets to, or purchase or otherwise acquire all or substantially all of the assets of, any other Person, or permit any other Person to merge with or into, or consolidate or otherwise combine with, the Issuer. (f) The Issuer shall not, directly or indirectly, issue, deliver or sell, or consent to issue, deliver or sell, any actual, contingent, future or executory membership interests, limited liability company interests, beneficial interests or other equity or ownership interests (however designated, whether voting or non-voting), except for any additional Capital Securities of the Issuer issued to the Parent, provided that such additional Capital Securities are pledged to the Trustee pursuant to the Pledge and Security Agreement, and except for any membership interests issued to the Independent Member pursuant to the Issuer Organizational Documents, and provided further that the Issuer shall not accept any capital contributions from the Parent after the Closing Date except for contributions of funds deposited into the Capital Account, which may be used only as provided in Section 3.1(i). (g) Except as otherwise provided in the Issuer Organizational Documents, the Issuer shall not engage in any business or activity other than purchasing and holding the Purchased Assets and the license granted by the Residual License Agreement, pledging the Collateral, collecting the Royalty Payments and the Replacement Royalty Payments, if any, issuing the Notes, exercising its rights under the Residual License Agreement and remaining a party to the Transaction Documents and Principal Documents. (h) The Issuer shall not, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Issuer, except for the Transaction Documents and Principal Documents as in effect on the Closing Date. (i) The Issuer shall not take any action to become subject to a Voluntary Bankruptcy or an Involuntary Bankruptcy. The Issuer shall provide promptly the Trustee with written notice of the institution of any proceeding by or against the Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property. The Issuer shall not, without an affirmative written resolution adopted by all of the Members, take any action to waive, repeal, amend, vary, supplement or otherwise modify any provision of any of the Issuer Organizational Documents that requires unanimous written consent of the Members. The Issuer shall comply with, and cause compliance with, the Issuer Organizational Documents. (j) The Issuer shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify the Issuer Organizational Documents in a manner that would adversely affect (x) the rights, remedies, privileges or preferences of any Noteholder or (y) the Collateral, any other Purchased Assets or the Issuer Pledged Collateral. (k) The Issuer shall duly and punctually pay the principal, Premium, if any, and interest on the Notes in accordance with the terms of this Indenture and the Notes; provided, that the Issuer shall be in compliance with this covenant with respect to any Payment Date (other than the Final Legal Maturity Date or any Redemption Date subject to 3.11(b)) if any such interest in excess of the portion of the Available Collections Amount available to pay such interest on the relevant Payment Date and funds in the Interest Reserve Account and the Capital Account are paid in full not later than the immediately succeeding Payment Date (together with Additional Interest thereon). (l) The Issuer shall not employ any employees other than as required by any provisions of local law; provided, that the Members, the Manager and Service Providers shall not be deemed to be employees for purposes of this Section 5.2(l). (m) During any period in which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall make available to any Noteholder or Beneficial Holder in connection with any sale of any or all of its Notes and any prospective purchaser of such Notes from such Noteholder or Beneficial Holder the information required by Rule 144A(d)(4) under the Securities Act. (n) The Issuer shall not assign, amend, modify, supplement or restate any Principal Document, breach any of the provisions of any Principal Document, enter into any new agreement in respect of the Purchased Assets or the Subject Products (in respect of the Territory in the Field) or exercise or waive any right or option, fail to exercise any right or option or grant any consent in respect of the Purchased Assets, the Subject Products (in respect of the Territory in the Field) or the Principal Documents in any manner that would, in each case, materially adversely affect the Issuer, the Issuer’s rights under the Purchase and Sale Agreement or the Residual License Agreement or the rights and interests of the Trustee and the Noteholders with respect thereto or conflict with or cause an event of default under, or breach of, this Indenture, any other Transaction Document or any Principal Document; provided, however, that the Issuer shall not be required to take any action unless the Issuer has determined in good faith that such action is not illegal or unlawful and will not subject the Issuer to any risk of personal liability from any third party unless such liability is a result of the Issuer’s gross negligence or willful misconduct (except that the foregoing shall not relieve the Issuer from any breach of its obligations under this Indenture). (o) The Issuer shall not terminate (or consent to any termination of) any Principal Document in whole or in part. (p) The Issuer shall at all times enforce its rights and remedies under the Purchase and Sale Agreement, the Residual License Agreement, the Servicing Agreement and the Inspire License Agreement in a timely and commercially reasonable manner; provided, that, following the occurrence and continuation of an Event of Default, the Issuer shall give notice to the Trustee on behalf of the Noteholders of any contemplated enforcement of such rights and remedies and will follow any commercially reasonable direction of the Trustee at the Direction of Noteholders of a majority of the Outstanding Principal Balance of the Notes. (q) The Issuer shall maintain its existence separate and distinct from any other Person in all material respects, including taking the following actions, as appropriate: (i) maintaining in full effect its existence, rights and franchises as a Delaware limited liability company and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Indenture and each other instrument or agreement necessary or appropriate to properly administer this Indenture and permit and effectuate the transactions contemplated hereby and thereby; (ii) maintaining its own deposit accounts, separate from those of the Parent, any of its directors or officers and their respective Affiliates; (iii) conducting no material transactions between the Issuer and any of its Affiliates, other than entering into and performing the Transaction Documents to which it is party; (iv) allocating fairly and reasonably the cost of any shared overhead expenses, including office space, with the Parent, any of its directors or officers or any of their respective Affiliates; (v) conducting its affairs separately from those of the Parent, any of its directors or officers or any of their respective Affiliates and maintaining accurate and separate books, records and accounts and financial statements, including in connection with the purchase of the Purchased Assets from the Parent; it being agreed that performance under the Transaction Documents will not result in the Issuer’s contravening this Section 5.2(q)(v); (vi) acting solely in its own name and not that of any other Person, including the Parent, any of its directors or officers or any of their respective Affiliates, and at all times using its own stationery, invoices and checks separate from those of the Parent, any of its directors or officers or any of their respective Affiliates; (vii) not holding itself out as having agreed to pay or guarantee, or as otherwise being liable for, the obligations of the Parent, any of its directors or officers or any of their respective Affiliates; (viii) insuring that any financial reports prepared by the Issuer disclose the effects of the sale of the Purchased Assets from the Parent and any of its Affiliates in compliance with GAAP; (ix) maintaining all of its assets in its own name and not commingling its assets with those of any other Person except as required under the Transaction Documents; (x) paying its own operating expenses and other liabilities out of its own funds; (xi) paying (or causing to be paid) all of its Taxes owed by it except to the extent being challenged in good faith; (xii) observing all formalities required by the Issuer Organizational Documents; (xiii) maintaining adequate capital for the normal obligations reasonably foreseeable in light of its contemplated business operations; (xiv) not acquiring obligations of the Parent, any of its directors or officers or any of their respective Affiliates except as required under the Transaction Documents; (xv) holding itself out to the public as a legal entity separate and distinct from any other Person, including the Parent or any Affiliate of the Parent; (xvi) correcting any known misunderstanding regarding its separate identity; (xvii) not forming, acquiring or holding any subsidiaries; and (xviii) not sharing any common logo with or identifying itself as a department or division of the Parent, any of its directors or officers or any of their respective Affiliates. (r) The Issuer will not enter into any agreement prohibiting the ability of the Trustee or any Noteholder to amend or otherwise modify any Transaction Document; provided, that the foregoing prohibition shall not apply to restrictions contained in any Transaction Document. (s) The Issuer will not change, amend or alter its exact legal name at any time except following 30 days’ notice given by the Issuer to the Trustee. (t) The Issuer will not assign or pledge, so long as the assignment hereunder shall remain in effect and has not been terminated pursuant to Section 11.1, any of its right, title or interest in the Collateral hereby assigned to anyone other than the Trustee. (u) The Issuer agrees that, at any time and from time to time, at the Issuer’s expense and upon the Trustee’s written request, the Issuer will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents, and take all further action, that may be necessary in the reasonable discretion of the Trustee, in order to perfect the security interest in the Collateral and to carry out the provisions of this AgreementIndenture or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Issuer also agrees that, at any time and from time to time, at the Issuer’s expense, the Issuer will file (or cause to be filed) such UCC continuation statements and such other instruments or notices as may be necessary, including UCC financing statements or amendments thereto, that the Trustee may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Trustee hereby. With respect to the foregoing and the grant of the security interest hereunder, the Issuer hereby authorizes the Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Issuer where permitted by Applicable Law. The Issuer agrees that a carbon, photographic or other reproduction of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by Applicable Law. (v) The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency of the Trustee, Registrar and Paying Agent where Notes may be presented or surrendered for payment, wher

Covenants. The Pledgor hereby covenants that during Manager will notify the continuance Board promptly after becoming aware (i) if it fails to comply with or will for any reason be unable to comply with any term, condition or provision of this Agreement: ; (aii) it shall warrant and defend its title of any material change in the Manager's partners, directors, or employees who exercise investment discretion with respect to the Pledged CollateralAccount Assets or to any other material adverse change in the Manager's condition, financial or otherwise, or in its business, corporate organization, or any such change which is or might be materially adverse to the Manager or the Account Assets; and (iii) following the occurrence of any happening or event which would cause any representation or warranty of the Manager in Paragraph 1 hereof, to be no longer true and correct in all respects (assuming solely for the purpose of this covenant of notification that all such representations and warranties are deemed to be reiterated and brought down during each successive day during this Agreement) provided that nothing in the preceding sentence will detract from or modify any representation or warranty made by the Manager in Paragraph 1 hereof. Objective The objective of the Manager will be to produce a mid or ▇▇▇▇ cap investment management portfolio designed to outperform the index provided in the Comprehensive Investment Plans. The Manager will have investment discretion as to security selection subject to the guidelines and limitations expressed in the Comprehensive Investment Plans and any manager specific guidelines agreed upon between the Board and the Manager. Custody and Control of Assets Custody and control of all Account Assets will remain with the Master Custodian. Accordingly, the Manager will arrange to have all investments, option premium funds or other cash flow arising from any transaction effected in accordance with the terms and provisions of this Agreement to be promptly remitted to the Master Custodian and credited to the appropriate account number. The Manager will also provide the Board with such information as the Board, from time to time, may request with regard to the Account Assets, including the identity of the employees, officers, and all material rights directors or other principals of the Manager, or other matters relating to this Agreement and the security interest (including transactions contemplated hereby. The Board has the priority thereof) of power at any time, in its sole discretion, to appoint one or more additional or substitute custodians to hold the Pledgee conferred by this Agreement in and Account Assets pursuant to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect terms of any other liability of the Company custody agreements or pursuant to the Pledgor and terms of Exhibit "A" hereto, as may be revised. The Board, during the Pledgor shall not prove nor have term of this Agreement, will give the right Manager notice of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Exhibit "A" Master Custodian Agreement or any other Finance Document substitute custodian Agreement. The Manager will cooperate with the Master Custodian or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or its successor in connection with the transaction all transactions contemplated by this Investment Management Agreement covered by the Master Custodian Agreement.

Covenants. The Pledgor hereby Issuer covenants with the Trustee that during the continuance of this Agreementit will: (a) it shall warrant make all of its financial and defend its title other records available for inspection by: (i) the Trustee; (ii) an officer or employee of the Trustee authorised by the Trustee to carry out the Pledged Collateralinspection; or (iii) a registered company auditor appointed by the Trustee to carry out the inspection, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and give them any information, explanations or other assistance that they may reasonably require about matters relating to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverthose records; (b) except as otherwise permitted keep proper books of account (in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber accordance with current Australian Accounting Standards and practice) and enter into those books particulars of all dealings and transactions in any manner any part of the Pledged Collateral or suffer relation to exist any encumbrance on the Pledged Collateral, other than Permitted Liensits business; (c) so long as any of the Notes remain outstanding, promptly notify the Trustee after it shall becomes aware that any material condition of this Deed cannot take from the Company any undertaking be fulfilled or security in respect of its liability hereunder or in respect after it becomes aware of any other liability Material Adverse Effect or the occurrence of any Event of Default or a breach by the Issuer of Chapter 2L of the Company Corporations Act, such notice to the Pledgor be given as soon as practicable and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidationevent, or analogous proceedings under any applicable law, within five Business Days of the PledgorIssuer becoming so aware; (d) if the Issuer creates a security interest (as defined in the Corporations Act), provide the Trustee with written details of the security interest within 21 days after it shall furnish is created and, if the total amount to Pledgee from time to time statements be advanced on the security of the security interest is indeterminate and schedules further identifying and describing advances are not merged in a current account with bankers, trade creditors or anyone else, provide the Pledged Collateral as Pledgee reasonably requests, all in reasonable detailTrustee with written details of the amount of each advance within seven days after it is made; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of comply with this Deed, including the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under Terms and the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1Meeting Provisions; (f) it shall not consent to any termination of or amendment comply with its reporting and other obligations to the Organizational Documents or other organizational documents of Trustee, ASIC, ASX and to the Company that could reasonably be expected to adversely affect Holders under the Pledged CollateralCorporations Act, the Pledgor’s rights ASX Listing Rules and the ASX Settlement Operating Rules; (g) use all reasonable endeavours to ensure that the Notes are, within a reasonable time after their issue, quoted on the ASX and that such quotation is maintained (including paying all necessary listing fees), and it will provide to the ASX such information as the ASX may require in accordance with the Pledged CollateralASX Listing Rules and any other ASX requirements (including providing the ASX with a copy of this Deed); (h) comply with all laws which may be binding on it with respect to the Notes, including the Corporations Act, the validityASX Listing Rules and the ASX Settlement Operating Rules (if applicable), perfection or priority of and do anything reasonably requested by the security interests of Trustee to enable the Pledgee in Trustee to comply with the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement Corporations Act (or any other Finance Document laws binding on the Trustee with respect to the Trust or their ability to exercise the sameNotes), the ASX Listing Rules and the ASX Settlement Operating Rules (if applicable); (i) provide the Trustee (at the Issuer's own cost) with a valuation of its assets and business conducted on a 'going concern' basis, as and when reasonably requested by the Trustee for the purpose of ensuring that the Trustee can comply with Chapter 2L of the Corporations Act; (j) provide or cause an to be provided (without charge and within the required time or, in all other cases, promptly) to the Trustee: (i) within 120 days after the close of each of the Issuer's financial years, a copy of the Issuer's audited Accounts lodged with ASIC in respect of that financial year; (ii) within 90 days after the first half of each of the Issuer's financial years, a copy of the Issuer's unaudited Accounts lodged with ASIC in respect of that half year, which have been reviewed by the Issuer's auditor in accordance with s309(4) of the Corporations Act; (iii) by the time required under s318 of the Corporations Act, any reports required to be given to the Trustee or Holders under that section; (iv) by the time required under s283BF of the Corporations Act, any reports required to be given to the Trustee under that section; (v) to the extent not already provided under this clause 7, within seven days of issue, copies of all reports and releases made by the Issuer to the ASX (if any); (vi) to the extent not already provided under this clause 7, copies of any document, form or report which are lodged with ASIC and which are material to the Trustee's role as trustee of the Trust at the same time any such document, form or report is given to ASIC; (vii) copies of all documents and notices given to Holders at the same time any such document or notice is given to the Holders; (viii) all other information or reports reasonably requested by the Trustee to enable the Trustee to comply with the Trustee's obligations under this Deed, the Corporations Act (or any other laws binding on the Trustee with respect to the Trust or the Notes) or the ASX Listing Rules; (ix) notice in writing of the occurrence of any Event of Default to occurDefault, which notice must provide details of the nature and circumstances of the default; and (gx) any other information reasonably required by the Trustee for the purposes of this Deed; (k) ensure that any Accounts provided to the Trustee: (i) comply with the requirements of the Corporations Act; (ii) comply with current accounting practice except to the extent disclosed in them and with all applicable laws; and (iii) give a true and fair view of the matters with which they deal; (l) comply with all statutory and regulatory requirements applicable to it shall indemnify and its obligations under this Deed and the Pledgee from, Terms; (m) carry on and hold it harmless against, any conduct the business of the Issuer in a proper and all liabilities with respect to, efficient manner and will procure that each of its subsidiaries will carry on and conduct their businesses in a proper and efficient manner; (n) adequately insure or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined cause to be payable insured its assets against all material risks properly insurable against the standard of a prudent business person including professional indemnity insurance cover for an amount not less than $2 million; (o) promptly obtain and renew all necessary consents, filings and authorisations required for it to enter into and perform its obligations under this Deed and the Terms; (p) promptly, after redeeming or cancelling any Notes in full, give the Trustee details of that redemption or cancellation; and (q) do any other thing reasonably requested by the Trustee to enable the Trustee to comply with the Trustee's obligations under this Deed, the Corporations Act (or any other laws binding on the Trustee with respect to any of the Pledged Collateral Trust or in connection with the transaction contemplated by this AgreementNotes) or the ASX Listing Rules.

Covenants. The Pledgor hereby Company covenants that during and agrees with the continuance Trustee and the Holders of Notes from and after the date of this AgreementPledge Agreement until the earlier to occur of (i) payment in full in cash of all Obligations due and owing under the Indenture and the Notes and (ii) the occurrence of Legal Defeasance or Covenant Defeasance under the Indenture that: (a) it shall warrant and defend The Company will not assign, transfer, or encumber any of its right, title or interest under, in or to the Pledged Collateral. (b) The Company will not take or omit to take any action, the taking or the omission of which would result in an alteration or impairment of the Collateral or the security of this Agreement. (c) The Company will not enter into any agreement amending or supplementing the Collateral. (d) The Company will not waive or release any obligation of any party to the Collateral. (e) The Company will not permit or accept any payment of interest more than 30 days in advance of the scheduled due date of such payment or permit or accept any prepayment of principal under the Intercompany Note without the consent of the Trustee. (f) Unless directed otherwise by the Trustee, the Company will exercise promptly and diligently each and every right which it may have under the Collateral (except the right to release or cancel). (g) The Company will not take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Collateral. (h) The Company will give the Trustee copies of all notices (including notices of default) given or received with respect to the Collateral, and all material rights and promptly after giving or receiving such notices. (i) The Company shall maintain the security interest (including the priority thereof) of the Pledgee conferred created by this Pledge Agreement in as a first, perfected security interest and to the Pledged Collateral, in each case at the cost of the Pledgor shall defend such security interest against the claims and demands of all persons Persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in . At any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor time and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing time, upon the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change request of the location of Pledgor’s chief executive officeTrustee, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under and at the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents sole expense of the Company that could reasonably be expected to adversely affect the Pledged CollateralCompany, the Pledgor’s rights in Company will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Pledged Collateral, Trustee reasonably may request for the validity, perfection purposes of obtaining or priority preserving the full benefits of the security interests this Agreement and of the Pledgee in the Pledged Collateral, the rights and remedies powers herein granted. If any amount payable under or in connection with any of the Pledgee Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Trustee, duly indorsed in a manner satisfactory to the Trustee, to be held as Collateral under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andPledge Agreement. (gj) it The Company shall indemnify the Pledgee frompay, and hold it save the Trustee and the Holders harmless againstfrom, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes and any and all recording and filing fees which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with any of the transaction transactions contemplated by this Pledge Agreement.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant Each Grantor agrees promptly (and, in any event, in sufficient time to enable all filings to be made within any applicable statutory period, under the Uniform Commercial Code or otherwise, that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and defend perfected first priority security interest in all the Article 9 Collateral, for the benefit of the Secured Parties) to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, (iii) in the jurisdiction of organization of any Grantor, or (iv) in its title organizational identification number (in the case of this clause (iv), to the Pledged Collateral, and all material rights and extent an organizational identification number is required by applicable law to be disclosed on the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;UCC financing statements for such Grantor). (b) except as otherwise permitted in this Agreement or Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part Article 9 Collateral against all Persons and to defend the Security Interest of the Pledged Collateral or suffer Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to exist any encumbrance on Section 7.01 of the Pledged Collateral, other than Permitted Liens;Credit Agreement. (c) it shall not take from Annually, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a) of the Credit Agreement, the Company any undertaking shall deliver to the Collateral Agent the information required pursuant to the Perfection Information, or security confirm that there has been no change in respect such information since the date of its liability hereunder such certificate or in respect of any other liability the date of the Company most recent certificate delivered pursuant to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;this Section 3.03(c). (d) it shall furnish The Company agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to Pledgee execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including, without limitation, the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings). If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $1,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and schedules further identifying and describing delivered to the Pledged Collateral as Pledgee Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably requests, all in reasonable detail;satisfactory to the Collateral Agent. (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within ten days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall give at least 30 days’ prior written notice be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to Pledgee cure or perform, any covenants or other promises of any (i) change of Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;other Loan Documents. (f) it If at any time any Grantor shall not consent take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $1,000,000, to any termination secure payment and performance of or amendment an Account, such Grantor shall promptly assign such security interest to the Organizational Documents or other organizational documents Collateral Agent for the benefit of the Company that could reasonably Secured Parties. Such assignment need not be expected filed of public record unless necessary to adversely affect continue the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority perfected status of the security interests interest against creditors of and transferees from the Pledgee in Account Debtor or other Person granting the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andsecurity interest. (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it shall indemnify under each contract, agreement or instrument relating to the Pledgee fromArticle 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold it harmless against, the Collateral Agent and the other Secured Parties from and against any and all liabilities liability for such performance. (h) Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with respect toprompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or resulting from adding additional schedules hereto to specifically identify any delay asset or item that may constitute a registration or application for any U.S. Copyrights, Patents or Trademarks included in payingthe Collateral; provided that any Grantor shall have the right, exercisable within 15 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of which it is aware of the representations and all stamp, excise, sales or other taxes which may be payable or determined to be payable warranties made by such Grantor hereunder with respect to such Intellectual Property included in the Collateral as a disclosure against such representations and warranties. Each Grantor agrees that it will, if requested by the Collateral Agent, use commercially reasonable efforts to update title, as applicable, for any registrations or applications for any such U.S. Copyrights, Patents or Trademarks included in the Collateral if a Grantor is not the current record owner of such Intellectual Property within, to the extent reasonably practical, 30 days after the date of the Pledged Collateral or in connection with the transaction contemplated by this AgreementAgent’s request.

Covenants. The Pledgor hereby covenants that during During the continuance term of this AgreementAgreement and until all the Obligations have been fully and finally paid and discharged in full, Company covenants and agrees with the Secured Party that: (a) it shall warrant and defend its title Except as permitted by the Indenture or in the ordinary course of business, Company will not make any compromise or settlement with respect to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) Collateral without notice to or consent of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever;Secured Party. (b) except as otherwise permitted in Subject to the Permitted Liens, Company shall deliver to the Secured Party or its designated agent concurrently with the execution of this Agreement or, to the extent acquired subsequent to the date of execution hereof, including without limitation Pledged Securities issued by a newly created or the Finance Documentsacquired Pledged Subsidiary, it shall not sell, assign, transfer, charge, pledge immediately upon Company's creation or encumber in any manner any part of acquisition thereof: (i) all certificates and instruments representing the Pledged Securities and a revised Schedule 2(b), and (ii) all certificates and instruments representing each other item of Collateral (including all certificates, instruments and notes representing any such UCC Collateral). Any and all Pledged Securities delivered to the Secured Party or suffer to exist any encumbrance on its designated agent shall be accompanied by undated duly executed powers in blank and by such other instruments of transfer or documents as the Secured Party may reasonably request. The Secured Party may hold the certificates representing the Pledged CollateralSecurities delivered to it in its own name or in the name of its nominee, other than Permitted Liens;all in form and substance satisfactory to the Secured Party. (c) it shall not take from From time to time, Company shall, at its own expense, promptly give, execute, deliver, file and/or otherwise formalize any such notice, statement, instrument, document, agreement or other papers, and do all such other acts and things, as may be necessary or desirable, or as the Company Secured Party may reasonably request, in order to create, evidence, preserve, perfect, validate or continue any undertaking lien or security in interest created pursuant to this Agreement or to enable the Secured Party to exercise or enforce its rights hereunder with respect to such lien or security interest, or otherwise further to effect the purposes of its liability hereunder or in respect of any other liability this Agreement. Without limiting the generality of the foregoing, Company shall, at any time or from time to time upon the request of the Secured Party and at Company's own expense, execute, acknowledge, witness, deliver, file and/or record such financing and continuation statements, notices, additional assignments and other documents or instruments (all of which shall be in form and substance satisfactory to the Pledgor Secured Party and its counsel) as the Pledgor shall not prove nor have Secured Party may from time to time reasonably request for the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, perfection of the Pledgor;liens and security interests created hereby. (d) it Company shall furnish to Pledgee from time to time statements and schedules further identifying and describing promptly notify the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any Secured Party (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity any material changes in any fact or structure circumstance represented or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the warranted by Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.Security&Pledge Agmt - Indenture v.3

Covenants. The Pledgor hereby Company covenants that during the continuance of this Agreementand agrees with J&J as follows: (a) The Company will advise you, promptly after it shall warrant and defend its title to the Pledged Collateralreceive notice or obtain knowledge thereof, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred issuance by this Agreement in and to the Pledged Collateral, in each case at Commission of any stop order suspending the cost effectiveness of the Pledgor against Registration Statement, of the claims and demands suspension of all persons whomsoever;the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose. (b) The Company will use its best efforts to qualify the Shares for sale under the securities laws of such jurisdictions as in which the Firm Shares are qualified pursuant to the Purchase Agreement and to continue such qualifications in effect so long as the Firm Shares are so qualified, except as otherwise permitted in this Agreement or that the Finance Documents, it Company shall not sell, assign, transfer, charge, pledge be required in connection therewith to qualify as a foreign corporation or encumber to execute a general consent to service of process in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens;state. (c) it shall not take from During a period of five years commencing with the date hereof, the Company any undertaking or security in respect will furnish to J&J copies of its liability hereunder or in respect of any other liability all periodic and special reports furnished to the stockholders of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proofall information, in competition documents and reports filed with the PledgeeCommission, for the National Association of Securities Dealers, Inc., Nasdaq or any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;securities exchange. (d) it The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period beginning after the effective date of the Registration Statement that shall furnish to Pledgee from time to time statements satisfy the provisions of Section 11(a) of the Act and schedules further identifying Rule 158 of the Rules and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail;Regulations. (e) it shall give at least 30 days’ prior written notice The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to Pledgee of any be paid (iA) change all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to J&J of the location Shares and (B) all other costs and expenses incident to the performance of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;its obligations hereunder that are not otherwise specifically provided for herein. (f) it shall not consent The Company will not, without your prior written consent, offer for sale, sell, contract to sell, grant any termination option for the sale of or amendment otherwise issue or dispose of any Common Stock or any securities convertible into or exchangeable for, or any options or rights to purchase or acquire, Common Stock, except (i) to the Organizational Documents Underwriters pursuant to the Purchase Agreement or other organizational documents (ii) pursuant to existing stock option plans or employee stock purchase plans, for a period of 90 days after the commencement of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority public offering of the security interests of Securities by the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; andUnderwriters. (g) it shall indemnify The Company will apply the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting net proceeds from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined the sale of the Shares to be payable sold by it hereunder for the purposes set forth in the Prospectus. (h) The Company will comply with respect to any all registration, filing and reporting requirements of the Pledged Collateral or in connection with Exchange Act and the transaction contemplated by this AgreementNasdaq National Market System.

Covenants. The Pledgor hereby covenants that during the continuance of this Pledge Agreement: (ai) it shall warrant and defend its the right and title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Pledge Agreement in and to the Pledged Collateral, Membership Interests in each case Pledged Company at the cost of the Pledgor against the claims and demands of all persons whomsoever; (bii) except as otherwise permitted in this Agreement or the Finance Documentsherein provided, it shall not sell, assign, transfer, chargechange, pledge or encumber in any manner any part of the Membership Interests in any Pledged Collateral Company or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted LiensMembership Interests; (ciii) without the prior written consent of the Pledgee, it will not amend or modify any limited liability company agreement relating to any Pledged Company including, without limitation, any amendment or modification which would cause the Membership Interests to constitute a security under Article 8 of the UCC; (iv) it shall not vote the Membership Interests in any Pledged Company in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of the respective Pledged Company; (v) it shall not take from the any Pledged Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the any Pledged Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the any Pledged Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (gvi) it the Pledgor shall indemnify not cause any Pledged Company to transfer or issue any additional membership interests in such Pledged Company nor any options, warrants or other agreements to do so issued or entered into, except to the Pledgee from, and hold it harmless against, extent that grantees of any such interests at the same time pledge any and all liabilities such membership interests to the Pledgee at the time of issuance and that any options, warrants or other agreements with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined thereto are made subject to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreementforegoing requirements.

Covenants. The Pledgor hereby covenants 9.1 As long as the Borrower has any outstanding obligations to the Co-financer under the Agreement, the Borrower shall; (a) without the prior written consent of the ROM and the Co-Financer[s], to be determined on the basis of approval by 51% of the aggregate outstanding amount at that time under the COL-facility (“Lenders’ Majority”), not acquire a company; not legally merge with another company not enter into a legal division, joint venture or other substantive collaboration with any legal entity or other type of enterprise; and (b) without the prior written consent of the Lenders’ Majority, not dispose of any tangible assets (including intellectual property) during the continuance term of this Agreement, other than in the ordinary course of its business; and (c) without the prior written consent of the Lenders’ Majority, not pass any resolution to make any distribution on or repurchase of shares; or to cooperate in any action required for the aforementioned distribution on or repurchase of shares; and (d) without the prior written consent of the Lenders’ Majority, not permit any private withdrawals from the Company's capital; and (e) without the prior written consent of the Lenders’ Majority, not take out or grant any loans or issue (or resolving to do so) any shares or any equivalent thereof, such as options or warrants; and (f) without the prior written consent of the Lenders’ Majority, not enter into, amend or terminate any agreement or any transaction with one or more of the shareholders, directors, members of the Borrower's management, affiliated companies or relatives; and (g) without the prior written consent of the Lenders’ Majority, not make any extraordinary payments to the management and (h) without the prior written consent of the Lenders’ Majority, not create any security or other limited right on its assets or otherwise encumber its assets or assume liability for the debts of others, except as by operation of law or in the ordinary course of its business or as usually stipulated by a banking institution in the context of financing previously provided by such institution. 9.2 The Borrower undertakes, as long as it has any outstanding obligations to the Co-financer under the Agreement: (a) as soon as possible after it shall warrant becomes available, but in any case within 6 months after the end of each financial year, to provide the Co-financer with a copy of its financial statements, including a balance sheet, a profit and defend its title to the Pledged Collateral, and all material rights loss account and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverexplanatory notes thereto; (b) except as otherwise permitted in this Agreement or annually at least one month before the Finance Documentsstart of a new financial year, it shall not sellto provide the Co- financer with a budget comprising of a monthly profit and loss forecast, assigncash flow forecast and a balance forecast, transferand overviews of expected turnover, charge, pledge or encumber in any manner any part of investment expenditure (capex) and operational expenditure for the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liensfollowing financial year; (c) it shall not take from within 30 days after the Company any undertaking or security in respect end of its liability hereunder or in respect of any other liability of each quarter, to provide the Company to the Pledgor Co-financer with (unaudited) quarterly figures, including a profit and the Pledgor shall not prove nor have the right of proofloss account, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgorbalance sheet and cash flow statement; (d) it shall furnish to Pledgee provide Co-financer at its first request with any information that Co-financer may reasonably need from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by determination or exercise of its rights under this Agreement.

Covenants. The Pledgor hereby Until all obligations of a Borrower or Fund with respect to the Committed Line have been paid in full and the Committed Line has been terminated, unless otherwise consented to in writing by the Bank, each Borrower, severally and not jointly, covenants that during and agrees as follows both as to itself and as to each of its Funds: a) not to issue any preferred stock or create, incur, assume, suffer to exist, or guarantee any indebtedness other than, to the continuance extent permitted by the Prospectus (i) reverse repurchase agreements entered into by the Borrower or Fund aggregating not in excess of 5% of the Borrower or Fund's total assets, (ii) indebtedness to the Bank, and indebtedness to the Custodian of the Borrower or Fund incurred in connection with such custody relationship (other than indebtedness for borrowed money), (iii) indebtedness and guarantees existing as of the date of this Agreement: Agreement and disclosed on Exhibit C, (aiv) it shall warrant preferred stock or other indebtedness and defend its title guarantees with the prior consent of the Bank; and (v) other indebtedness incurred in the ordinary course of the Borrower or Fund's business as described in the then current Prospectus and Statement of Additional Information, in connection with portfolio investments and investment techniques permissible under the Investment Company Act (and not for the primary purpose of borrowing money), but only to the Pledged Collateral, and all material rights and extent such indebtedness is reflected in the security interest (including the priority thereof) calculation of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoeverFund's total assets; (b) except as otherwise permitted in this Agreement or the Finance Documentsnot to create, it shall not sellincur, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company upon any undertaking or security in respect of its liability hereunder assets or in respect of properties, or enter into any agreement preventing it from encumbering any such assets or properties other liability of the Company than, to the Pledgor and extent permitted by the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any Prospectus (i) change those in favor of the location of Pledgor’s chief executive officeBank or its affiliates or subsidiaries, (ii) change of Pledgor’s namethose shown on Exhibit D, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, those in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents favor of the Company that could reasonably be expected to adversely affect Custodian of the Pledged CollateralBorrower or Fund, (iv) those for which the Pledgor’s rights Bank has given its prior written approval, (v) those in the Pledged Collateral, the validity, perfection or priority ordinary course of the security interests Borrower or Fund's business arising out of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with portfolio investments and investment techniques allowed by Section II, paragraph 1(a)(v) above; and (vi) liens for taxes, fees, assessments and other governmental charges not yet due and payable; c) to (i) duly observe and comply in all material respects with all applicable laws, including, without limitation, the transaction contemplated Investment Company Act and any asset coverage and borrowing restrictions and restrictions on indebtedness and extensions of credit contained therein and applicable to the Borrower or Fund and applicable securities laws and regulations, and pay all taxes and governmental charges prior to the time they become delinquent, (ii) maintain in full force and effect all licenses and permits necessary in any material respect for the proper conduct of its business, (iii) maintain its status as an open-end management investment company registered under the Investment Company Act and its status as a regulated investment company under Subchapter M of the Internal Revenue Code, (iv) operate in compliance with its organizational documents, the Prospectus and any other applicable investment policies and restrictions and agreements relating thereto, (v) not permit there to occur a change in the investment adviser or custodian of the Borrower or Fund's assets from the Investment Adviser and Custodian or permit any change in the investment objectives or in the investment restrictions of the Borrower or Fund as described in the Prospectus without the prior written consent of the Bank in each instance not to be unreasonably withheld, (vi) comply with all terms and provisions of all documents evidencing or securing any indebtedness to the Bank, (vii) comply with all terms and provisions of all documents evidencing or securing any indebtedness to any party other than the Bank involving an aggregate amount in excess of $500,000 ("Other Indebtedness"), (viii) immediately notify the Bank of any default or event of default with respect to Other Indebtedness and of any default under or termination of any agreement with the Custodian or with the Investment Adviser and to provide to the Bank a copy of any notice received by this Agreementthe Borrower or Fund relating thereto and any notice or claim of any such default or termination, and (ix) immediately notify the Bank of any Default hereunder and of any litigation or governmental proceeding inspection or investigation commenced or threatened in writing against the Borrower or Fund; d) to permit the Bank or its representatives and agents to visit and inspect the properties of the Borrower or Fund and make copies or abstracts from the Borrower or Fund's books and records at all such reasonable times and as often as may be reasonably desired; e) to pay all reasonable fees, costs and expenses incurred or paid by the Bank, including the Bank's attorney's fees and expenses, in connection with the administration, enforcement, amendment or termination of the Loan Documents; f) to submit to the Bank: (i) within 65 days after the end of each semi-annual period in each fiscal year, the Borrower or Fund's semi-annual or annual, as the case may be, financial statements including a statement of assets, liabilities and investments as of the end of each such period in a form received by the shareholders and, in the case of annual statements, audited by a certified public accountant, (ii) all proxy materials, reports to shareholders and other information delivered to shareholders of the Borrower or Fund or to the United States Securities and Exchange Commission including, in any event, copies of any material change to the Prospectus or registration statement, and (iii) such other financial statements and information as to the Borrower or Fund or Investment Adviser as the Bank may reasonably request from time to time. All financial statements required hereunder shall be prepared in accordance with generally accepted accounting principles consistently applied; and g) execute and deliver such additional instruments to the reasonable satisfaction of the Bank's counsel and take such further action as the Bank may reasonably request solely to effect the purpose of the Loan Documents and the Loans.

Covenants. The Pledgor hereby covenants Borrower undertakes that during until the continuance final and full discharge of this Agreement: (a) it shall warrant and defend all its title obligations to the Pledged CollateralLender pursuant to herein and hereunder: (i) Lender shall have, at reasonable times and upon reasonable prior notice, full access to all books and records of Borrower and any subsidiary thereof and shall be entitled to inspect the properties of each of them and consult with management of each of them; (ii) the proceeds of the Loan shall be used only in order to finance the Borrower’s ongoing activities pursuant to the Borrower’s business plan and budget as approved by the Borrower’s board of directors from time to time. It is further acknowledged that the proceeds of the Loan shall not be used for the repayment of the Previous Loans extended by JKM Management Ltd. and\or M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇; (iii) no pledge, lien, mortgage, encumbrance, servitude and\or any other third party right of any kind, of any rank, and all material rights and the security interest (including the priority thereof) in any manner whatsoever shall be imposed on any of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost rights and/or assets of the Pledgor against Borrower without the claims and demands prior written approval of all persons whomsoever; Lender (b“Approval’’); (iv) except as otherwise permitted in this Agreement or the Finance Documents, it Borrower shall not sell, assignpledge, transferconvey, charge, pledge hypothecate or encumber grant any right in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable and/or with respect to any material assets or rights thereof without an Approval other than in Borrower’s ordinary course of business as conducted as of the Pledged Collateral date hereof or as contemplated to be conducted (“Ordinary Course”); (v) Borrower’s books of accounts will be adequately and consistently managed and maintained pursuant to applicable GAAP; (vi) without an Approval, Borrower shall not extend any loans to any of its existing shareholders and shall not repay any loans currently extended by any of them, if any, and\or future loans extended to or by any of them, to the extent such loans shall be extended; (vii) other than as applicable pursuant to agreement(s) entered into prior to the date of the Closing, or as Approved, no salary, management fee, consultation fee and\or other similar payment shall be paid to any of the existing shareholders; (viii) Borrower shall immediately notify Lender of any attachment, lien, confiscation, foreclosure or any other similar measure (including without limitation a request for the nomination of a receiver) that shall be imposed and\or taken with respect to the assets or rights of Borrower or any subsidiary thereof, or any part of them, and shall immediately and at its own expense take any and\all actions required for the removal, dismissal, as applicable, of any of the aforementioned; (ix) Borrower shall immediately notify Lender of any claim, demand, legal procedure, legal proceeding and\or cause of action against the Borrower or any subsidiary thereof; it is further acknowledged that the aforesaid in connection with the transaction contemplated by this Agreement.Paragraph shall also apply to all direct and indirect subsidiaries of Borrower;

Covenants. The Pledgor hereby covenants that during a. Obligator shall at all times: (i) be the continuance sole owner of this Agreement: (a) it shall warrant each and defend its title to the Pledged every item of Collateral, and all material rights and (ii) defend the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the claims and demands of all persons whomsoever; and (biii) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any case of tangible property constituting part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (cA) it properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to RZB against such risks as such Collateral may be subject to, or as RZB may request, under policies containing loss payable clauses naming RZB as loss payee as its interests may appear and otherwise in form and substance satisfactory to RZB, and providing that: (1) all proceeds thereof shall be payable to RZB, (2) such insurance shall not take from the Company be affected by any undertaking act or security in respect neglect of its liability hereunder Obligor or in respect of any other liability owner of the Company to the Pledgor property described in such policy, and the Pledgor shall (3) such policy and loss payable clause may not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency be cancelled or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 amended except upon ten days’ prior written notice to Pledgee RZB. b. Obligor will comply with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located. c. Obligor will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, until notice terminating such authority is given by RZB to Obligor, (i) accounts may be collected in the ordinary course of business as heretofore conducted and (ii) inventory or farm products may be sold in the ordinary course of business as heretofore conducted. d. Obligor will give RZB not less than 30 days prior written notice of (i) any change of in (A) its name, identity or corporate structure, (B) the location of Pledgorits chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, and (iii) each new location of any Collateral. Obligor will give RZB prompt Notice of any loss or depreciation in the value of any collateral. Set forth on Schedule A annexed hereto are all trade names or trade styles used by Obligor, the location of Obligor’s chief executive office, all locations of Collateral and all locations of Obligor’s books and records. e. At any time and from time to time (i) RZB may and is hereby authorized to transfer into or register in the name of itself or its nominee any instruments, investment property or documents constituting a part of the Collateral without notice to Obligor, (ii) change of Pledgor’s nameRZB may receive and retain all Distributions (as hereinafter defined in Section 15), identity or structure or (iii) reorganization or reincorporation Obligor will permit representatives of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent RZB during normal business hours to any termination of or amendment inspect its premises and books and records pertaining to the Organizational Documents Collateral and make extracts from and copies of such books and records, and (iv) upon request, Obligor will enter into warehousing, lockbox or other organizational documents of the Company that could reasonably be expected custodial arrangements satisfactory to adversely affect the Pledged Collateral, the Pledgor’s rights RZB. f. If any Collateral is at any time in the Pledged Collateralpossession or control of any warehouseman, bailee or any of Obligor’s agents or processors, Obligor shall, and RZB shall also have the validityright to, perfection notify such warehouseman, bailee, agent or priority processor of the security interests created hereby and obtain the agreement of all such persons that they hold and will hold possession of such Collateral for the benefit or RZB and deliver the same at the direction of RZB without further consent of the Pledgee in Obligor. g. Obligor shall keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise ▇▇▇▇ such books and records in such manner as RZB may reasonably require in order to reflect the rights security interest granted hereby. h. Obligor will immediately deliver and remedies of the Pledgee under this Agreement pledge to RZB or any RZB’s agent each instrument, now owned or hereafter acquired, appropriately endorsed to RZB or RZB’s agent. i. Obligor shall use its best efforts to cause to be collected from its account debtors and other Finance Document or their ability to exercise the sameobligors, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, as and hold it harmless againstwhen due, any and all liabilities amounts owing under or on account of each account, each general intangible, each payment intangible, each supporting obligation, each right to payment of money, each chattel paper and each instrument (including, without limitation, all of the foregoing items which are delinquent, such delinquent items to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such items. Upon RZB’s request at any time, any such amounts so collected by Obligor shall be promptly remitted to RZB, in precisely the form received (except for endorsement by Obligor when required), and until so remitted to RZB, shall be held by Obligor in trust for RZB, and shall not be commingled with other funds or property of Obligor, and RZB shall be entitled to apply such amounts to the Obligations in such manner as RZB in its sole discretion shall determine. Obligor will not renew or extend the time of payment of, or consent or agree to any reduction of the amount payable with respect to, or resulting from any delay in paying, any and all stamp, excise, sales account or other taxes which may item mentioned above in this paragraph without the written consent of RZB. The costs and expenses (including, without limitation, attorneys’ fees) of collection, whether incurred by Obligor or RZB, shall be payable borne by Obligor. j. Upon request by RZB, Obligor will promptly notify (and Obligor hereby authorizes RZB so to notify) each account debtor or determined obligor in respect of any account, general intangible, payment intangible, supporting obligation, right to payment of money, chattel paper or instrument that such Collateral has been assigned to RZB hereunder, and that any payments due or to become due in respect of such Collateral are to be payable with respect made directly to any RZB or its designee. k. Obligor will, promptly upon request, provide to RZB all information and evidence it may reasonably request concerning the Collateral, and in particular the accounts, to enable RZB to enforce the provisions of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.

Covenants. The Pledgor hereby covenants that during the continuance of this Agreement: (a) it shall warrant and defend its title Each Pledgor agrees to furnish to the Pledged Collateral, and all material rights and Collateral Agent prompt written notice (but in no event later than 10 days after the security interest (including the priority occurrence thereof) of the Pledgee conferred by this Agreement any change in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of its legal or organization name, (ii) the location of Pledgor’s its chief executive office, (iiiii) change of Pledgor’s nameits organizational type, identity (iv) its federal taxpayer identification number or structure organizational identification number, if any, or (iiiv) reorganization its jurisdiction of organization (in each case, including by merging with or reincorporation into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction). (b) Subject to any rights of such Pledgor under to Dispose of Collateral provided for in the laws Credit Agreement Documents, each Pledgor shall, at its own expense, use commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of another jurisdictionthe Collateral Agent, for the benefit of the Secured Parties, in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Lien. (c) Each Pledgor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent (acting on the instructions of the Required Lenders) may from time to time reasonably request to better assure, preserve, protect, defend and perfect (with respect to perfection only, subject to Section 3.01(c)) the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith, all in accordance with the terms hereof and the terms of the Credit Agreement. Without limiting the generality of the foregoing, each Pledgor hereby authorizes the Collateral Agent (acting on the instructions of the Required Lenders), with prompt notice thereof to the Pledgors, to supplement this Agreement by supplementing or amending Schedule III or adding additional schedules hereto to specifically identify any asset or item that may constitute Registered U.S. IP of such Pledgor. (d) After the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the right to share any information it gains from such inspection or verification with any Secured Party, subject to Section 9.16 of the Credit Agreement. (e) The Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not a Permitted Lien, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Pledgor fails to do so as required by the Credit Agreement, this Agreement, and each Pledgor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable and documented payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 3.03(e) shall be interpreted as excusing any Pledgor from the information specified performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Pledgor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in Part B of Schedule 1;the other Credit Agreement Documents. (f) Each Pledgor (rather than the Collateral Agent or any Secured Party) shall remain liable for the observance and performance of all the conditions and obligations to be observed and performed by it shall not consent to any termination of under each contract, agreement or amendment instrument relating to the Organizational Documents or other organizational documents Article 9 Collateral and each Pledgor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance. (g) None of the Company that could reasonably Pledgors shall make or permit to be expected to adversely affect made an assignment, pledge or hypothecation of the Pledged Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as not prohibited by the Credit Agreement. None of the Pledgors shall make or permit to be made any transfer of the Article 9 Collateral, except as not prohibited by the Credit Agreement, or any Intercreditor Agreement. (h) Each Pledgor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Pledgor’s rights in true and lawful agent (and attorney-in-fact) for the Pledged Collateralpurpose, during the validity, perfection or priority continuance of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the Pledgee fromname of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and hold it harmless against, any for making all determinations and all liabilities decisions with respect to, thereto. In the event that any Pledgor at any time or resulting from any delay in paying, any and all stamp, excise, sales times shall fail to obtain or other taxes which may be payable or determined to be payable with respect to maintain any of the Pledged policies of insurance required by the Credit Agreement Documents or to pay any premium in whole or part relating thereto, the Collateral Agent may (but shall not be obligated to), without waiving or releasing any obligation or liability of the Pledgors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent (acting on the instructions of the Required Lenders) reasonably deems advisable. Subject to Section 9.05 of the Credit Agreement, all sums disbursed by the Collateral Agent in connection with this Section 3.03(h), including reasonable and documented legal and other professional fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the transaction contemplated by this AgreementPledgors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

Covenants. 19.1 The Pledgor hereby covenants that during the continuance of this AgreementBorrower shall: (ai) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of England to enable it shall warrant lawfully to enter into and defend perform its title obligations under this Agreement or to ensure the legality, validity, enforceability or admissibility in evidence in England of this Agreement except to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and extent that failure to the Pledged Collateraldo so would not, in each case at the cost of the Pledgor against the claims and demands of aggregate for all persons whomsoeversuch failures, reasonably be expected to have a Material Adverse Effect; (bii) except ensure that it and each other member of the Group maintains insurances on and in relation to its business and assets with reputable underwriters or insurance companies against such risks and to such extent as otherwise permitted it maintains on the date hereof; (iii) after the delivery of any Notice of Drawdown and before the proposed making of the Advance requested therein, notify the Agent of the occurrence of any event which results in or may reasonably be expected to result in any of the representations contained in Clauses 16.1 and 16.2 being untrue at or before the time of the proposed making of such Advance; (iv) promptly, upon becoming aware of the same, inform the Agent of the occurrence of any Default and, upon receipt of a written request to that effect from the Agent, confirm to the Agent that, save as previously notified to the Agent or as notified in such confirmation, no Default has occurred; (v) ensure that at all times the claims of the Agent, the Arrangers and the Banks against it under this Agreement rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application; (vi) ensure it is at all times an authorised institution under the Finance Documents, it Banking Act ▇▇▇▇; ▇▇d (vii) promptly advise the Agent if the Liquidity Facility ceases to be maintained by the Parent for any reason. 19.2 The Borrower shall not sell, assign, transfer, charge, pledge or encumber in any manner any part and shall ensure that each other member of the Pledged Collateral Group shall not, without the prior written consent of an Instructing Group: (i) create, incur, assume or suffer to exist any encumbrance on the Pledged Collateral, upon or with respect to or enter into any contractual rights of set-off (other than Permitted Liensas a means of collecting or recovering any Eligible Receivables) in relation to any Eligible Receivables or Receivable which would be Eligible Receivables but for a failure to comply with clauses (a) or (c) of the definition of the term "Eligible Receivables", whether now owned or hereafter acquired, provided that the foregoing shall not prohibit: (a) any Securitisation of Eligible Receivables other than the Transferors' Retained Interests; (cb) it shall not take from the Company any undertaking or security Securitisation of Transferors' Retained Interests, if such Securitisation qualifies for sale treatment in respect of its liability hereunder or accordance with accounting principles generally accepted in respect of any other liability of the Company to the Pledgor England and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor;Wales and consistently applied; or (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change sell, lease, transfer or otherwise dispose of, by one or more transactions or series of Pledgor’s name, identity transactions (whether related or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateralnot), the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement whole or any other Finance Document part of its revenues or their ability assets (including accounts and notes receivable, with or without recourse) or enter into any agreements to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to do any of the Pledged Collateral foregoing if to do so would result in a Material Adverse Effect (Provided that the foregoing shall not preclude the sale of investment securities for then current market value) other than Securitisations or repurchase agreements. 19.3 The obligations of the Borrower under this Clause 19 shall remain in connection with full force and effect whilst any amounts are outstanding from the transaction contemplated by this AgreementBorrower and/or whilst any Bank has a Commitment under the Facility.

Covenants. The Until such time as all of the Indebtedness has been paid in full and the Guaranty and Suretyship Agreement has been irrevocably terminated, Pledgor hereby covenants that during the continuance of this Agreementshall: (a) it shall warrant and defend its title to the Pledged Collateral, and all material rights and the security interest (including the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor against the claims and demands of all persons whomsoever; (b) except as otherwise permitted in this Agreement or the Finance Documents, it shall not Not sell, assign, transfer, chargeconvey, pledge or encumber otherwise dispose of its rights in any manner any part of or to the Pledged Collateral or suffer any interest therein; nor create, incur or permit to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from the Company any undertaking or security in respect of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies Lien whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1; (f) it shall not consent to any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee under this Agreement or any other Finance Document or their ability to exercise the same, or cause an Event of Default to occur; and (g) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or the proceeds thereof other than that created hereby. (b) At Pledgor's expense, defend Pledgee's right, title and security interest in and to the Collateral against the claims of any Person and keep the Collateral free from all Liens, except for (i) the Liens granted to Peragallo under the Peragallo Security Documents, (ii) the Liens gran▇▇▇ ▇▇ ▇▇gma Secured ▇▇▇▇▇▇▇ under the Sigma Security Documents, and (iii) the Liens granted to Pledgee under this Agreement. (c) At any time, and from time to time, upon the written request of Pledgee, execute and deliver such further documents and do such further acts and things as Pledgee may reasonably request in order to effect the purposes of this Agreement including, but without limitation, delivering to Pledgee upon the occurrence of an Event of Default irrevocable proxies in respect of the Collateral in form satisfactory to Pledgee. Until receipt thereof, this Agreement shall constitute Pledgor's proxy to Pledgee or its nominee to vote all shares of Collateral then registered in Pledgor's name. (d) Within two (2) Business Days of receipt thereof by Pledgor, deliver to Pledgee all notices and statements relating to the Collateral received by Pledgor. (e) Not consent to or approve the issuance of (i) any additional shares of any class of capital stock of the Issuer; (ii) any securities convertible either voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or any securities exchangeable for, any such shares; or (iii) any warrants, options, contracts or other commitments entitling any person to purchase or otherwise acquire any such shares. (f) Not create, incur, assume or suffer to exist any Lien or other encumbrance of any kind (including the charge on property purchased under conditional sales or other title retention agreements) upon any property or assets, whether now owned or hereafter acquired, except for liens incidental to the conduct of Pledgor's business or the ownership of its assets or properties not incurred in connection with the transaction contemplated by this Agreementborrowing of money or the acquisition of any asset, and which in the aggregate do not materially detract from Pledgor's operations, property or financial condition. (g) Not convey, sell, lease, transfer or otherwise dispose of in one or a series of related transactions, all or any substantial part of its property, business or assets.

Covenants. The Pledgor Each of Debtor and Trustee covenants and agrees that so long as the security interest created hereby covenants that during remains outstanding and/or so long as required by the continuance of this Trust Agreement: (a) As and when required by the Trust Agreement, it shall warrant will (i) deliver to Secured Party each instrument and defend its title certificated security included in the Collateral as set forth in Article II and (ii) deposit in the Cash Collateral Account all cash (including Proceeds in the form of cash) constituting Collateral included in the Collateral as set forth in Article II or required to be deposited or otherwise delivered to the Pledged CollateralSecured Party pursuant to the terms of this Agreement or the Trust Agreement. (b) It will (i) notify, in a reasonably prompt manner, the Secured Party of any change in its name, identity or corporate structure, or in the location of its chief executive office, or (ii) not keep any tangible Collateral or any records relating to any Claim owned by it, or permit or suffer any such Collateral or records to be moved, to any other location unless (in each case) an appropriate financing statement has been filed in the proper office and in the proper form, and all material rights and other requisite actions have been taken, to perfect or continue the perfection (without loss of priority) of Secured Party's security interest in the Collateral. (including c) It will defend, at Debtor's expense, the priority thereof) of the Pledgee conferred by this Agreement in and to the Pledged Collateral, in each case at the cost of the Pledgor Collateral against the all claims and demands of all persons whomsoever;at any time claiming the same or any interest therein. (bd) except as otherwise permitted in this Agreement or the Finance DocumentsIt will not encumber, it shall not sell, assignexchange or otherwise dispose of any item of Collateral or any interest therein, transferor permit or suffer any such item to be encumbered, chargesold, pledge exchanged or encumber otherwise disposed of, unless (i) such action is permitted at the time under the Trust Agreement and (ii) it makes all payments on account of the Secured Obligations required to be made therefrom, or in any manner exchange or substitution therefor, and it takes all other actions required to be taken in connection therewith, under the Trust Agreement. (e) Secured Party is hereby authorized to file one or more financing statements or fixture filings, and continuations thereof and amendments thereto, relative to all or any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral, other than Permitted Liens; (c) it shall not take from without the Company any undertaking signature of Debtor or security in respect Trustee where permitted by law. A copy of its liability hereunder or in respect of any other liability of the Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee, for any monies whatsoever owing from the Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable this Agreement may be filed as a financing statement wherever permitted by law, of the Pledgor; (d) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (e) it shall give at least 30 days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive office, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization or reincorporation of Pledgor under the laws of another jurisdiction, in each case from the information specified in Part B of Schedule 1;. (f) it Secured Party may at any time (but shall not consent to be obligated to) (i) perform any termination of or amendment to the Organizational Documents or other organizational documents of the Company that could reasonably be expected to adversely affect the Pledged Collateral, the Pledgor’s rights in the Pledged Collateral, the validity, perfection obligations of Debtor or priority of the security interests of the Pledgee in the Pledged Collateral, the rights and remedies of the Pledgee Trustee under this Agreement if Debtor or Trustee fails to perform such obligation within five calendar days after written demand by Secured Party and (ii) make any payments and do any other Finance Document acts Secured Party may deem necessary or their ability desirable to exercise protect its security interest in the sameCollateral, including, without limitation, the right to pay, purchase, contest or cause an Event of Default compromise any Lien that attaches or is asserted against any Collateral and to occur; and (g) it shall indemnify appear in and defend any action or proceeding relating to the Pledgee fromCollateral, and hold it harmless againstDebtor will promptly reimburse Secured Party for all payments made by Secured Party in doing so, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Agreement.together