Common use of Pledged Stock Clause in Contracts

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if requiredrequired by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any Except as otherwise permitted by the Credit Agreement, after an Event of Default has occurred and any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Section 7.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless not otherwise prohibited by the Credit Agreement, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction not prohibited by the Credit Agreement), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or otherwise permitted by the Credit Agreement or (iii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor If Holdings shall become entitled to receive or shall receive any certificate instruments, stock certificates (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option options or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or as a dividend or distribution thereunder, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Holdings shall accept the same as the agent of the Shared Collateral Agent for Agents and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for Agents and the benefit of the Shared Collateral Secured Parties Lenders and promptly (and in any event within 60 days) deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Newco Subordinated Guarantor Holdings to the Shared Collateral Administrative Agent, if required, together with an undated stock power or endorsement covering such certificate or instrument, as applicable, duly executed in blank by such Newco Subordinated Guarantor Holdings and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be promptly (and in any event within 60 days) paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be promptly (and in any event within 60 days) delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security (or except as provided in the Credit Agreements) for the Obligations. If Except as provided in the Credit Agreements, if any sums of money or property so paid or distributed in respect of the Pledged Stock under circumstances described in this Section 4.2(a) shall be received by such Newco Subordinated GuarantorHoldings, such Newco Subordinated Guarantor Holdings shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorHoldings, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate instruments, stock certificates (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option options or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or as a dividend or distribution thereunder, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Agent for Agents and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for Agents and the benefit of the Shared Collateral Secured Parties Lenders and promptly (and in any event within 60 days) deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power or endorsement covering such certificate or instrument, as applicable, duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be promptly (and in any event within 60 days) paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be promptly (and in any event within 60 days) delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security (or except as provided in the Credit Agreements) for the Obligations. If Except as provided in the Credit Agreements, if any sums of money or property so paid or distributed in respect of the Pledged Stock under circumstances described in this Section 4.2(a) shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the provisions Collateral Agent under any other agreement, at law, in equity, or otherwise, and in all cases without any requirement that any notice be delivered to any Person (except as explicitly set forth in clause (iv) below), (i) the Collateral Agent shall have the sole and exclusive right to receive any and all dividends, payments or other Proceeds paid in respect of the Subordinated Guarantee Intercreditor Pledged Stock and other Investment Property and make application thereof to the Secured Obligations in the manner set forth in Section 4.02(c) of the Loan Agreement, (ii) the Collateral Agent shall have the sole and exclusive right (but shall be under no obligation) to register any or all of the Pledged Stock and other Investment Property in the name of the Collateral Agent or its nominee, (iii) all rights of such Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Stock and other Investment Property to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Collateral Agent, and (iv) the Collateral Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Collateral Agent in writing in its sole discretion) the sole and exclusive right to exercise or refrain from exercising, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate, consensual and other rights and privileges pertaining to the Pledged Stock and other Investment Property, whether at any meeting of shareholders of the relevant Issuer or Issuers, by written consent in lieu of a meeting or otherwise, and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Stock and other Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Stock or other Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to the Pledged Stock or other Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or other Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such Newco Subordinated Guarantor terms and conditions as the Collateral Agent may determine in its sole discretion), all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall become have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Grantor hereby appoints the Collateral Agent as such Grantor’s true and lawful attorney-in-fact, with full power of substitution, and grants to the Collateral Agent this IRREVOCABLE PROXY, to vote all or any part of the Pledged Stock and other Investment Property from time to time following the occurrence and during the continuance of an Event of Default, in each case in any manner the Collateral Agent deems advisable in its sole discretion for or against any or all matters submitted, or which may be submitted, to a vote of shareholders (including holders of any Capital Stock of any Issuer), partners or members, as the case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders (including holders of any Capital Stock of any Issuer), partners or members would be entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend giving or a distribution in connection with any reclassification, increase or reduction withholding written consents of capital or any certificate issued in connection with any reorganization), option or rights in respect holders of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares calling special meetings of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent holders of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Capital Stock upon the liquidation or dissolution of any Issuer shall be paid over to and voting at such meetings). The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the Shared Collateral Agent to be held by it hereunder as additional collateral security for occurrence and during the Obligationscontinuance of an Event of Default without the necessity that any action (including, and in case without limitation, that any distribution transfer of capital shall be made on or in respect any of the Pledged Stock or any property shall other Investment Property be distributed upon or with respect to recorded on the Pledged Stock pursuant to the recapitalization or reclassification books and records of the capital of any relevant Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If that any sums of money or property so paid or distributed in respect of the Pledged Stock or other Investment Property be registered in the name of the Collateral Agent or any other Person) be taken by any Person (including the Issuer of the relevant Pledged Stock or other Investment Property or any officer or agent thereof), are coupled with an interest and shall be received by such Newco Subordinated Guarantorirrevocable, such Newco Subordinated Guarantor shallshall survive the bankruptcy, until such money dissolution or property is paid or delivered to winding up of each relevant Grantor, and shall terminate only on the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor, as additional collateral security for the ObligationsTermination Date.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), warrant, option or rights in respect of the Equity Interests Capital Stock of any IssuerPledged Material Subsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Agent for Agent, the benefit of Administrative Agents and the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties Administrative Agents and the Lenders and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon Borrower Obligations or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the applicable Guarantor Obligations, and in as the case may be. In case any distribution of capital shall be made on or in respect of the Pledged Stock of any Grantor or any property shall be distributed upon or with respect to the Pledged Stock of any Grantor pursuant to the recapitalization or reclassification of the capital of any Issuer Pledged Material Subsidiary or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the such Obligations. If any sums of money or property so paid or distributed as described in the immediately preceding sentence, in respect of the Pledged Stock of any Grantor shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesAdministrative Agents and the Lenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the such Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral other Secured Parties and promptly (but not later than the next Collateral Date) deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default shall have occurred and be continuing, upon request of the Administrative Agent, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be paid over or delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentAdministrative Agent if required by the immediately proceeding sentence, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral other Secured Parties, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject The Pledged Stock issued by any Subsidiary of any Grantor pledged by such Grantor hereunder (i) consist of the number and types of Equity Interests listed on Schedule 1 of the Security Disclosure Letter (or any update thereof or supplement thereto permitted to be made pursuant to the provisions of Loan Agreement and received by the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in accordance with the exact form receivedLoan Agreement) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 1 of the Security Disclosure Letter, (ii) has been duly indorsed by such Newco Subordinated Guarantor authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), and (iii) if and to the Shared Collateral Agentextent applicable, if requiredconstitutes the legal, together valid and binding obligation of the issuer thereof with an undated stock power covering such certificate duly executed respect thereto, enforceable in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agentaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law). As of the terms hereofdate any Joinder Agreement or Pledge Amendment is delivered pursuant to Section 8.6, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon pledged by each applicable Grantor thereunder (x) is listed on the liquidation applicable schedule attached to such Joinder Agreement or dissolution Pledge Amendment, as applicable, and constitutes that percentage of any Issuer shall be the issued and outstanding equity of all classes of each issuer thereof as set forth on such schedule, (y) has been duly authorized, validly issued and is fully paid over and non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (z) if and to the Shared Collateral Agent to be held by it hereunder as additional collateral security for extent applicable, constitutes the Obligationslegal, valid and in case any distribution of capital shall be made on or in respect binding obligation of the Pledged Stock or any property shall be distributed upon or issuer thereof with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofthereto, the property so distributed shallenforceable in accordance with its terms, unless otherwise subject to a perfected security interest applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money equity or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor, as additional collateral security for the Obligationsat law).

Pledged Stock. (a) Subject In view of the position of each Grantor in relation to the provisions Pledged Stock or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal securities laws") with respect to any disposition of the Subordinated Guarantee Intercreditor Agreement, Pledged Stock permitted hereunder. Each Grantor understands that compliance with the Federal securities laws might very strictly limit the course of conduct of the Collateral Agent if such Newco Subordinated Guarantor shall become entitled the Collateral Agent were to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction attempt to dispose of capital all or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares part of the Pledged Stock, and might also limit the extent to which or otherwise the manner in respect thereof, having a value in excess which any subsequent transferee of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent any Pledged Stock could dispose of the Shared Collateral Agent for same. Similarly, there may be other legal restrictions or limitations affecting the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor any attempt to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon dispose of all or in respect part of the Pledged Stock upon under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the liquidation Collateral Agent may, with respect to any sale of the Pledged Stock, limit the purchasers to those who will agree, among other things, to acquire such Pledged Stock for their own account, for investment, and not with a view to the distribution or dissolution resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Stock, or any part thereof, shall have been filed under the Federal securities laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any Issuer shall be paid over to such sale, the Shared Collateral Agent to be held by it hereunder as additional collateral security shall incur no responsibility or liability for the Obligations, and in case selling all or any distribution of capital shall be made on or in respect part of the Pledged Stock or any property shall be distributed upon or with respect to at a price that the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the Shared circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If sells any sums of money or property so paid or distributed in respect of the such Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor, as additional collateral security for the ObligationsStock.

Pledged Stock. (a) Subject In view of the position of each Grantor in relation to the provisions Pledged Stock or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal securities laws") with respect to any disposition of the Subordinated Guarantee Intercreditor Agreement, Pledged Stock permitted hereunder. Each Grantor understands that compliance with the Federal securities laws might very strictly limit the course of conduct of the Collateral Agent if such Newco Subordinated Guarantor shall become entitled the Collateral Agent were to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction attempt to dispose of capital all or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares part of the Pledged Stock, and might also limit the extent to which or otherwise the manner in respect thereof, having a value in excess which any subsequent transferee of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent any Pledged Stock could dispose of the Shared Collateral Agent for same. Similarly, there may be other legal restrictions or limitations affecting the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor any attempt to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon dispose of all or in respect part of the Pledged Stock upon under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the liquidation Collateral Agent may, with respect to any sale of the Pledged Stock, limit the purchasers to those who will agree, among other things, to acquire such Pledged Stock for their own account, for investment, and not with a view to the distribution or dissolution resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Stock, or any part thereof, shall have been filed under the Federal securities laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any Issuer shall be paid over to such sale, the Shared Collateral Agent to be held by it hereunder as additional collateral security shall incur no responsibility or liability for the Obligations, and in case selling all or any distribution of capital shall be made on or in respect part of the Pledged Stock or any property shall be distributed upon or with respect to at a price that the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to in its sole and absolute discretion, may in good faith deem reasonable under the Shared circumstances, notwithstanding the posxxxxxxxx xhat a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If sells any sums of money or property so paid or distributed in respect of the such Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor, as additional collateral security for the ObligationsStock.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Subsection 6.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless permitted by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.4(a) with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (includingreceive, without limitationpursuant to Section 5.8 of the Credit Agreement, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any Subject to the terms of the Credit Agreement, any sums paid upon or in respect of the Pledged Stock upon the any liquidation or dissolution which is not permitted under the Credit Agreement of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital which is not permitted under the Credit Agreement shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofthereof which in any such case is not permitted under the Credit Agreement, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock which is required by this Section 4.5 to be paid or delivered over to the Collateral Agent shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to If an Event of Default shall occur and be continuing, the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights Administrative Agent may exercise in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, in addition to all other rights and remedies provided for herein or otherwise in respect thereofavailable to it, having all the rights and remedies of a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept secured party on default under the same as UCC (whether or not the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith UCC applies to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the affected Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the ObligationsStock), and the Administrative Agent may also in case any distribution of capital shall be made on or its sole discretion, in respect of accordance with applicable law, without notice except as specified below, sell the Pledged Stock or any property shall be distributed part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon or with respect to such other terms as the Administrative Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Stock pursuant to Stock. The Administrative Agent may be the recapitalization or reclassification of the capital purchaser of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect all of the Pledged Stock at any such sale and the Administrative Agent shall be received entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Stock sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Pledged Stock payable by the Administrative Agent at such Newco Subordinated Guarantorsale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered and each Grantor hereby waives (to the Shared Collateral Agentextent permitted by applicable law) all rights of redemption, hold stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Pledged Stock regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such money sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Pledged Stock may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Stock to more than one offeree. If the proceeds of any sale or property in trust other disposition of the Pledged Stock are insufficient to pay all the Secured Obligations, each Grantor shall be liable for the Shared Collateral deficiency and the fees of any attorneys employed by the Administrative Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of to collect such Newco Subordinated Guarantor, as additional collateral security for the Obligationsdeficiency.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by 16 such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if requiredrequired by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any Except as otherwise permitted by the Credit Agreement, after an Event of Default has occurred and any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Section 7.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless not otherwise prohibited by the Credit Agreement, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction not prohibited by the Credit Agreement), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or otherwise permitted by the Credit Agreement or (iii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject Each Borrower recognizes that the Lender may be unable to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing effect a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect public sale of the Pledged Stock upon by reason of certain prohibitions contained in the liquidation federal and state securities laws, and other applicable laws, but may be compelled to resort to one or dissolution more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner. The Lender shall be under no obligation to delay a sale of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or any property shall be distributed upon or with respect such other applicable laws, even if the Issuer would agree to do so. Subject to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofforegoing, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If Lender agrees that any sums of money or property so paid or distributed in respect sale of the Pledged Stock shall be received by made in a commercially reasonable manner, and each Borrower agrees to use such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money Borrower’s best efforts to cause the Issuer or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit Issuers of the Shared Collateral Secured PartiesPledged Stock contemplated to be sold, segregated from other funds to execute and deliver, and cause the directors and officers of such Newco Subordinated GuarantorIssuer to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things as additional collateral security for may be necessary or, in the Obligationsreasonable opinion of the Lender, advisable to exempt such Pledged Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Borrower further agrees to use such Borrower’s best efforts to cause such Issuer or Issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Lender shall designate. Each Borrower further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Stock pursuant to this Section 8.2 valid and binding and in compliance with all Requirements of Law.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor If any Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Pledgor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Pledgor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Pledgor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any such Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Stock, or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any such Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorPledgor, such Newco Subordinated Guarantor Pledgor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated GuarantorPledgor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if requiredrequired by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any Except as otherwise permitted by the Credit Agreement, any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Subsection 6.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless not otherwise prohibited by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or otherwise permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the any liquidation or dissolution of any Issuer not permitted under the Credit Agreement shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in . In case any distribution property consisting of capital shall be made on or ownership interests in respect of the Pledged Stock or any property Person shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the such property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or such property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds property of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or ------------- shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Agent Trustee so requests, signature guaranteed, to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for the ObligationsSecured Obligations of such Grantor. Any sums paid upon or in respect of the Pledged Stock pledged by any Grantor upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the ObligationsSecured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Pledged Stock pledged by any Grantor or any property shall be distributed upon or with respect to the Pledged Stock pledged by any Grantor pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the ObligationsSecured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the ObligationsSecured Obligations of such Grantor.

Pledged Stock. (a) Subject to If an Event of Default shall have occurred and be continuing, (i) the provisions of Collateral Agent shall have the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled right to receive any and all dividends, payments or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights other Proceeds paid in respect of the Equity Interests Investment Property and make application thereof to the Secured Obligations in the order set forth in Section 4.02(d) of the Credit Agreement, (ii) any or all of the Investment Property (other than Excluded Property) may be registered in the name of the Collateral Agent or its nominee, and (iii) the Collateral Agent or its nominee shall have (except to the extent specifically waived in each instance by the Collateral Agent) the exclusive right to exercise (1) all voting, corporate and other rights pertaining to such Investment Property (other than Excluded Property) at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property (other than Excluded Property) as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Investment Property (other than Excluded Property) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, upon the exercise by any shares of Grantor or the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over right, privilege or option pertaining to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligationssuch Investment Property (other than Excluded Property), and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Pledged Stock Investment Property (other than Excluded Property) with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any property Grantor to exercise any such right, privilege or option and shall not be distributed upon responsible for any failure to do so or delay in so doing. [***] = Certain confidential information contained in this document, marked by brackets, is filed with respect to the Pledged Stock Securities and Exchange Commission pursuant to the recapitalization or reclassification Rule 24b-2 of the capital Securities Exchange Act of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantor1934, as additional collateral security for the Obligationsamended.

Pledged Stock. (a) Subject The Borrower recognizes that the Lender may be unable ------------- to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing effect a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect public sale of the Pledged Stock upon by reason of certain prohibitions contained in the liquidation federal and state securities laws, and other applicable laws, but may be compelled to resort to one or dissolution more private sales thereof to a restricted group of purchasers. The Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner. The Lender shall be under no obligation to delay a sale of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or any property shall be distributed upon or with respect such other applicable laws, even if the Issuer would agree to do so. Subject to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofforegoing, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If Lender agrees that any sums of money or property so paid or distributed in respect sale of the Pledged Stock shall be received by made in a commercially reasonable manner, and the Borrower agrees to use the Borrower's best efforts to cause the Issuer or Issuers of the Pledged Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Newco Subordinated GuarantorIssuer to execute and deliver, all such Newco Subordinated Guarantor shallinstruments and documents, until and to do or cause to be done all such money other acts and things as may be necessary or, in the reasonable opinion of the Lender, advisable to exempt such Pledged Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Lender, are necessary or property is paid advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Borrower further agrees to use the Borrower's best efforts to cause such Issuer or delivered Issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Lender shall designate. The Borrower further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Stock pursuant to this Section 8 valid and binding and in compliance with all Requirements of Law. The Borrower also agrees that a breach of any of the covenants contained in this subsection 8.2 will cause irreparable injury to the Shared Collateral AgentLender, hold such money or property that the Lender has no adequate remedy at law in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds respect of such Newco Subordinated Guarantorbreach and, as additional collateral security a consequence, agrees that each and every covenant contained in this subsection 8.2 shall be specifically enforceable against the Borrower, and the Borrower hereby waives and agrees not to assert any defenses against an action for the Obligationsspecific performance of such covenants.

Pledged Stock. At all times during any Negative Security Period: (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the any liquidation or dissolution of any Issuer not permitted under the Credit Agreement shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in . In case any distribution property consisting of capital shall be made on or ownership interests in respect of the Pledged Stock or any property Person shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the such property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or such property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds property of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor If Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Pledgor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Pledgor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Pledgor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer the Subsidiary Guarantor shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Stock, or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer the relevant Subsidiary Guarantor or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorPledgor, such Newco Subordinated Guarantor Pledgor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated GuarantorPledgor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to If the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor the Pledgor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor the Pledgor to the Shared Collateral Agent, if required, Agent together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteedPledgor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any the Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any the Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantorthe Pledgor, such Newco Subordinated Guarantor the Pledgor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesAgent, segregated from other funds of such Newco Subordinated Guarantorthe Pledgor, as additional collateral security for the Obligations. Without the prior written consent of the Collateral Agent, the Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or permitted by the Credit Agreement or (iii) enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged Stock or Proceeds thereof.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights The Administrative Agent may exercise in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, in addition to all other rights and remedies provided for herein or otherwise in respect thereofavailable to it, having all the rights and remedies of a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept secured party on default under the same as UCC (whether or not the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith UCC applies to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the affected Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the ObligationsStock), and the Administrative Agent may also in case any distribution of capital shall be made on or its sole discretion, in respect of accordance with applicable law, without notice except as specified below, sell the Pledged Stock or any property shall be distributed part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon or with respect to such other terms as the Administrative Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Stock pursuant to Stock. The Administrative Agent may be the recapitalization or reclassification of the capital purchaser of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect all of the Pledged Stock at any such sale and the Administrative Agent shall be received entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Stock sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Pledged Stock payable by the Administrative Agent at such Newco Subordinated Guarantorsale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered and each Grantor hereby waives (to the Shared Collateral Agentextent permitted by applicable law) all rights of redemption, hold stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Pledged Stock regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such money sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Pledged Stock may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Stock to more than one offeree. If the proceeds of any sale or property in trust other disposition of the Pledged Stock are insufficient to pay all the Secured Obligations, each Grantor shall be liable for the Shared Collateral deficiency and the fees of any attorneys employed by the Administrative Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of to collect such Newco Subordinated Guarantor, as additional collateral security for the Obligationsdeficiency.

Pledged Stock. (a) Subject Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the provisions relevant Pledgor of the Subordinated Guarantee Collateral Agent’s intent to exercise its corresponding rights pursuant to Subsection 6.3(b), each Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, and to exercise all voting and corporate rights with respect to the Pledged Stock. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Pledgor or Pledgors (which notice may be delivered substantially concurrently with any such exercise), (i) the Collateral Agent, or the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations of the relevant Pledgor as provided in the Credit Agreement consistent with Subsection 6.5, and (ii) any or all of the Pledged Stock shall receive be registered in the name of the Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any certificate Additional Agent or the respective nominee thereof, and the Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable or acting through its respective nominee, if applicable, in accordance with the terms of the Intercreditor Agreement, may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise (including, for the avoidance of doubt, by written consent in lieu of a meeting) and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect all of the Pledged Stock upon the liquidation merger, consolidation, reorganization, recapitalization or dissolution other fundamental change in the corporate structure of any Issuer shall be paid over Issuer, or upon the exercise by the relevant Pledgor or the Collateral Agent, or the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, of any right, privilege or option pertaining to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligationssuch Pledged Stock, and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or any property shall be distributed other designated agency upon or with respect to such terms and conditions as the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, may reasonably determine), all without liability to the Shared Collateral Agent to be held maximum extent permitted by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantor, such Newco Subordinated Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from applicable law (other funds of such Newco Subordinated Guarantor, as additional collateral security for the Obligations.than

Pledged Stock. (a) Subject to the provisions If any of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor Grantors shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor it shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith promptly to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Newco Subordinated Guarantor it to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor it and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations and the Crest Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations and the Crest Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations and the Crest Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantorit, such Newco Subordinated Guarantor it shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, segregated from its other funds of such Newco Subordinated Guarantorfunds, as additional collateral security for the Obligations and the Crest Obligations.

Pledged Stock. (a) Subject Each Subsidiary Guarantor recognizes that the Lender may be unable to the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing effect a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect public sale of the Pledged Stock upon by reason of certain prohibitions contained in the liquidation federal and state securities laws, and other applicable laws, but may be compelled to resort to one or dissolution more private sales thereof to a restricted group of purchasers. Each Subsidiary Guarantor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner. The Lender shall be under no obligation to delay a sale of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or any property shall be distributed upon or with respect such other applicable laws, even if the Issuer would agree to do so. Subject to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofforegoing, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If Lender agrees that any sums of money or property so paid or distributed in respect sale of the Pledged Stock shall be received by made in a commercially reasonable manner, and each Subsidiary Guarantor agrees to use such Newco Subordinated Subsidiary Guarantor's best efforts to cause the Issuer or Issuers of the Pledged Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Lender, advisable to exempt such Pledged Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Subsidiary Guarantor further agrees to use such Subsidiary Guarantor's best efforts to cause such Issuer or Issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Lender shall designate. Each Subsidiary Guarantor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Stock pursuant to this Section 8 valid and binding and in compliance with all Requirements of Law. Each Subsidiary Guarantor also agrees that a breach of any of the covenants contained in this subsection 8.2 will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this subsection 8.2 shall be specifically enforceable against any Subsidiary Guarantor, such Newco Subordinated and each Subsidiary Guarantor shall, until such money or property is paid or delivered hereby waives and agrees not to the Shared Collateral Agent, hold such money or property in trust assert any defenses against an action for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds specific performance of such Newco Subordinated Guarantor, as additional collateral security for the Obligationscovenants.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the such Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if requiredrequired by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any Except as otherwise permitted by the Credit Agreement, any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Section 7.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless not otherwise prohibited by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or otherwise permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or bond powers) by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if requiredrequired by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Grantor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any Except as otherwise permitted by the Credit Agreement, any sums paid upon or in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Collateral or any property shall be distributed upon or with respect to the Pledged Stock Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for such Obligations except to the Obligationsextent permitted under Section 7.3. If any sums of money or property so paid or distributed in respect of the Pledged Stock Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent or unless not otherwise prohibited by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any 18 nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement or otherwise permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it.

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the pledged Equity Interests of any Specified Foreign Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Specified Foreign Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Specified Foreign Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If an Event of Default has occurred and is continuing, if any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the Obligations. Notwithstanding the provisions of this Section 5.7 or elsewhere in this Agreement, no Grantor shall be required to take any action with respect to the pledge of Equity Interests of Specified Foreign Issuers that would be deemed to be a pledge of in excess of 66% of the Foreign Subsidiary Voting Stock or otherwise could result in adverse tax consequences.

Pledged Stock. (a) Subject to If the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor shall the Grantor shall, to the extent permitted under applicable Law, accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor the Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor the Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall shall, to the extent permitted under applicable Law, be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Stock, or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, to the extent permitted under applicable Law, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantorthe Grantor, such Newco Subordinated Guarantor the Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated Guarantorthe Grantor, as additional collateral security for the Secured Obligations.

Pledged Stock. (a) Subject to If the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Equity Interests Pledged Stock of any the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor the Pledgor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Newco Subordinated Guarantor the Pledgor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, Pledgor to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantorthe Pledgor, such Newco Subordinated Guarantor the Pledgor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated Guarantorthe Pledgor, as additional collateral security for the Secured Obligations. Without the prior written consent of the Administrative Agent, the Pledgor will not enter into any material agreement or undertaking restricting the right or ability of the Pledgor or, in connection with an exercise of remedies hereunder, the Administrative Agent to sell, assign or transfer any of the Pledged Stock or Proceeds thereof or any interest therein (other than any intercreditor agreement which the Pledgor is required to execute, including any Junior Lien Intercreditor Agreement or Pari-Passu Intercreditor Agreement or security agreement contemplated thereby or any debt document in respect of Indebtedness permitted to be incurred under the Credit Agreement which such document permits the Lien of the Administrative Agent on the Pledged Stock).

Pledged Stock. (a) Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if If such Newco Subordinated Guarantor Grantor shall become entitled to receive -------- or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Newco Subordinated Guarantor Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor Grantor and with, if the Shared Collateral Agent Trustee so requests, signature guaranteed, to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for the ObligationsSecured Obligations of such Grantor. Any sums paid upon or in respect of the Pledged Stock pledged by any Grantor upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the ObligationsSecured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Pledged Stock pledged by any Grantor or any property shall be distributed upon or with respect to the Pledged Stock pledged by any Grantor pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the ObligationsSecured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated GuarantorGrantor, such Newco Subordinated Guarantor Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Newco Subordinated GuarantorGrantor, as additional collateral security for the ObligationsSecured Obligations of such Grantor.

Pledged Stock. (a) Subject to If the provisions of the Subordinated Guarantee Intercreditor Agreement, if such Newco Subordinated Guarantor Company shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuerthe UNITIL SPC, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Newco Subordinated Guarantor the Company shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Newco Subordinated Guarantor the Company to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Newco Subordinated Guarantor the Company and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer the UNITIL SPC shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer the UNITIL SPC or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Newco Subordinated Guarantorthe Company, such Newco Subordinated Guarantor the Company shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured PartiesLenders, segregated from other funds of such Newco Subordinated Guarantorthe Company, as additional collateral security for the Obligations.