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

Protect Collateral; Further Assurances, etc. Pledgor will not sell, assign (by operation of law or otherwise), transfer, pledge or encumber in any other manner or otherwise dispose of the Collateral. Pledgor will warrant and defend the right and title herein granted to Pledgee in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Pledgor agrees that at any time, and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that Pledgee may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Pledgor agrees that without the prior written consent of Pledgee, in its sole and absolute discretion, it will not permit any Pledged Interests Issuer, or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except as permitted by Section 4.07(a) hereof, to make any amendments to the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect. Pledgor agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect the security interest hereunder with respect to such Collateral.

Protect Collateral; Further Assurances, etc. The Pledgor will not sell, assign (by operation of law or otherwise), transfer, pledge or pledge, encumber in any other manner or otherwise dispose of the CollateralCollateral (except as permitted by the Credit Agreement). The Pledgor will warrant and defend the right and title herein granted to Pledgee the Collateral Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Pledgor agrees that at any time, and from time to time, at the reasonable expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, action that may be necessary, necessary or that Pledgee the Collateral Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby hereby, or to enable Pledgee the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that that, without the prior written consent of Pledgeethe Collateral Agent, in its sole and absolute discretion, it will not permit any Pledged Interests Issuer, or vote its interest in any the Pledged Interests in a way that allows any such Pledged Interests Issuer, except as permitted by Section 4.07(ato (a) hereof, to make any amendments to the Organizational Documents articles of such organization or operating agreement or partnership agreement or any other organic agreement of the Pledged Interests Issuer, provided that or (b) enter in any other agreements which, in the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result opinion of the Collateral Agent, in impairment its sole and absolute discretion, will reduce the value of any Collateral or which would not have a material adverse effectthe Collateral. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will to take such actions with respect to such Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralLoan Documents.

Protect Collateral; Further Assurances, etc. Pledgor Except as permitted by the Combined Loan Documents, the Pledgors will not sell, assign (by operation of law or otherwise), transfer, pledge or pledge, encumber in any other manner or otherwise dispose of the Pledged Collateral. Each Pledgor will warrant and defend the right and title (subject to Permitted Encumbrances) herein granted to Pledgee unto the Collateral Agent in and to the Pledged Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the reasonable expense of such Pledgor, such Pledgor will promptly execute and and/or deliver all further instruments, and take all further action, action that may be necessaryreasonably necessary or desirable, or that Pledgee the Collateral Agent may reasonably request request, in order to perfect and perfect, preserve or protect any security interest granted or purported to be granted hereby by such Pledgor, or to enable Pledgee the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Pledgor agrees that without the prior written consent of Pledgee, in its sole and absolute discretion, it will not permit any Pledged Interests Issuer, or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except as permitted by Section 4.07(a) hereof, to make any amendments to the Organizational Documents Collateral of such Pledged Interests Issuer, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effectPledgor. Each Pledgor agrees that, upon the acquisition after the date hereof by such Pledgor of any Collateral, Pledged Collateral with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will to take such actions with respect to such Pledged Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralLoan Documents.

Protect Collateral; Further Assurances, etc. Except as permitted by Sections 7.05 and 7.07 of the Revolving Credit Agreement and the Term Loan Credit Agreement and Section 4.08 of the Subordinated Indenture as in effect on date hereof, the Pledgor will not sell, assign (by operation of law or otherwise), transfer, pledge pledge, or encumber in any other manner or otherwise dispose of the Collateral. The Pledgor will warrant and defend the right and title herein granted to Pledgee the Collateral Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee the Collateral Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that without the prior written consent of Pledgeethe Collateral Agent, in its sole and absolute discretion, it will not permit any the Pledged Interests Issuer, or vote its interest in any the Pledged Interests in a way that (a) allows any such Pledged Interests Issuer, except as permitted by Section 4.07(a) hereof, Issuer to make any amendments to the Organizational Documents articles of such organization, certificate of formation, operating agreement, limited liability company agreement or other organic agreement of any Pledged Interests Issuer, provided that or (b) enter into any other agreements which, in the foregoing shall not case of either clauses (a) or (b) could reasonably be deemed expected to prohibit any amendment to an Organizational Documents which would not materially reduce the value of the Collateral or result in impairment of any Collateral or which would not have a material adverse effectMaterial Adverse Effect. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, the Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such Collateralrespective Loan Documents.

Protect Collateral; Further Assurances, etc. The Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralAdministrative Agent hereunder). The Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverother Persons. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee either Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that will not, without the thirty (30) days' prior written consent of Pledgeenotice to the Administrative Agent, in (i) change its sole and absolute discretion, it will not permit any Pledged Interests Issuer, name or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except structure so as permitted by Section 4.07(a) hereof, to make any amendments financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in SECTION 3.1.4. The Pledgor will pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Indebtedness owed to the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed Pledgor pursuant to prohibit any amendment to note with an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effectObligor. The Pledgor further covenants and agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect the security interest hereunder with respect to such Collateral.follows:

Protect Collateral; Further Assurances, etc. Except as permitted by Sections 7.2.10 and 7.2.11 of the Credit Agreement, the Pledgor will not sell, assign (by operation of law or otherwise), transfer, pledge pledge, or encumber in any other manner or otherwise dispose of the Collateral. The Pledgor will warrant and defend the right and title herein granted to Pledgee the Collateral Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Pledgor agrees that at any time, and from time to time, at the reasonable expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that Pledgee the Collateral Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that without the prior written consent of Pledgeethe Collateral Agent, in its sole and absolute discretion, it will not permit any the Pledged Interests Issuer, or vote its interest in any the Pledged Interests in a way that allows any such Pledged Interests Issuer, except as permitted by Section 4.07(a) hereof4.7(a), to make any amendments to the Organizational Documents articles of such organization or operating agreement, limited liability company agreement or other organic agreement of any Pledged Interests Issuer, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, the Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralLoan Documents.

Protect Collateral; Further Assurances, etc. The Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralAdministrative Agent hereunder). The Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverother Persons. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee the Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that will not, without the thirty (30) days' prior written consent of Pledgeenotice to the Administrative Agent, in (i) change its sole and absolute discretion, it will not permit any Pledged Interests Issuer, name or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except structure so as permitted by Section 4.07(a) hereof, to make any amendments financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in SECTION 3.1.4. The Pledgor will pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Indebtedness owed to the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed Pledgor pursuant to prohibit any amendment to note with an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effectObligor. The Pledgor further covenants and agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect the security interest hereunder with respect to such Collateral.follows:

Protect Collateral; Further Assurances, etc. The Pledgor will not sell, assign (by operation of law or otherwise), transfer, pledge or pledge, encumber in any other manner or otherwise dispose of the CollateralCollateral (except as permitted by the Indenture). The Pledgor will shall warrant and defend the right and title herein granted to Pledgee unto the Collateral Trustee in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee the Collateral Trustee may reasonably request request, in order to perfect perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that without the prior written consent of Pledgee, in its sole and absolute discretion, it will shall not permit enter into any Pledged Interests Issueramendment or supplement to, or vote its interest in modification or waiver of, any Pledged Interests in a way that allows term or provision of any such Pledged Interests IssuerOrganic Document of the Pledgor or the Company, except as permitted by Section 4.07(a) hereof, which could reasonably be expected to make any amendments be materially adverse to the Organizational Documents interests of such Pledged Interests Issuerthe Collateral Trustee and the other Secured Parties. The Pledgor shall provide, provided that or cause the foregoing shall not be deemed Company to prohibit provide, the Collateral Trustee with a copy of any amendment to an Organizational Documents which would not result in impairment or supplement to, or modification or waiver of, any term or provision of any Collateral or which would not have a material adverse effectof Organic Document of the Company. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will to take such actions with respect to such Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralNote Documents.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralAdministrative Agent hereunder). Each Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverother Persons. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee either Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that will not, without the thirty (30) days' prior written consent of Pledgeenotice to the Administrative Agent, in (i) change its sole and absolute discretion, it will not permit any Pledged Interests Issuer, name or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except structure so as permitted by Section 4.07(a) hereof, to make any amendments financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed jurisdiction in which it is located to prohibit any amendment to an Organizational Documents which would not result other than those specified in impairment of any Collateral or which would not have a material adverse effectSECTION 3.1.4. Pledgor agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Each Pledgor will take such actions with respect pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Indebtedness owed to such Collateral or Pledgor pursuant to any part thereof note with an Obligor. Each Pledgor further covenants and agrees as are required to perfect the security interest hereunder with respect to such Collateral.follows:

Protect Collateral; Further Assurances, etc. Except as permitted under the Credit Agreement, no Pledgor will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralAdministrative Agent hereunder). Each Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Pledgor agrees that without the prior written consent of Pledgeethe Administrative Agent, in its sole and absolute discretion, it will not permit any Pledged Interests Share Issuer or Pledged Interest Issuer, or vote its interest in any the Pledged Shares or the Pledged Interests in a way that allows any such the Pledged Interests Share Issuer or the Pledged Interest Issuer, except as permitted by Section 4.07(ato (a) hereof, to make any amendments to the Organizational Documents articles of such organization, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or any other organic agreement of the Pledged Interests Share Issuer or the Pledged Interest Issuer, provided that or (b) enter into any other agreements which, in the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result opinion of the Administrative Agent, in impairment its sole and absolute discretion, will reduce the value of any Collateral or which would not have a material adverse effectthe Collateral. Each Pledgor agrees that, upon the acquisition after the date hereof by such Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will to take such actions with respect to such the Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralLoan Documents.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralAdministrative Agent hereunder). Each Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverother Persons. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee the Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor agrees that will not, without the thirty (30) days' prior written consent of Pledgeenotice to the Administrative Agent, in (i) change its sole and absolute discretion, it will not permit any Pledged Interests Issuer, name or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except structure so as permitted by Section 4.07(a) hereof, to make any amendments financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed jurisdiction in which it is located to prohibit any amendment to an Organizational Documents which would not result other than those specified in impairment of any Collateral or which would not have a material adverse effectSECTION 3.1.4. Pledgor agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Each Pledgor will take such actions with respect pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Indebtedness owed to such Collateral or Pledgor pursuant to any part thereof note with an Obligor. Each Pledgor further covenants and agrees as are required to perfect the security interest hereunder with respect to such Collateral.follows:

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral (except in favor of the CollateralPledgee hereunder or as permitted in the Credit Agreement). Each Pledgor will warrant and defend the right and title herein granted to unto the Pledgee in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverother Persons. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that the Pledgee may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees that as follows: If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, in its sole and absolute discretionno Pledgor will (i) consent to any material modification, it will not permit extension or alteration of the terms of any Pledged Interests Issuermembership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or vote its interest in waive any Pledged Interests in a way that allows breach of or default under any such Pledged Interests Issueragreement by any other party thereto. Each Pledgor will advise the Pledgee promptly, except as permitted by Section 4.07(ain reasonable detail (i) hereof, to make any amendments to the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which would not could reasonably be expected to have a material adverse effect. Pledgor agrees that, upon effect on the acquisition after aggregate value of the date hereof by Pledgor of any Collateral, with respect to which Collateral or on the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect the security interest hereunder with respect to such Collateralinterests created hereunder.

Protect Collateral; Further Assurances, etc. The Pledgor covenants and agrees that it will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose the Collateral except in favor of the CollateralPledgee hereunder or as permitted in the Credit Agreement). The Pledgor will warrant and defend the right and title herein granted to unto the Pledgee in and to the Collateral (and all right, title title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoeverPersons. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, Pledgor it will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that the Pledgee may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. The Pledgor further covenants and agrees that as follows: If the Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), the Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by the Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by the Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, then the Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of the Pledgor, as additional collateral securing the Secured Obligations. Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, in its sole and absolute discretion, it the Pledgor will not permit (i) consent to any Pledged Interests Issuermaterial modification, extension or alteration of the terms of any partnership, membership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any partnership, membership or operating agreement of any of the LLCs or the Partnerships, as applicable, or vote its interest in waive any Pledged Interests in a way that allows breach of or default under any such Pledged Interests Issueragreement by any other party thereto. The Pledgor will advise the Pledgee promptly, except as permitted by Section 4.07(ain reasonable detail (i) hereofof any Lien or claim made or asserted against any part of the Collateral, to make (ii) of any amendments material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not Pledgor or its assets which could reasonably be deemed expected to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect. Pledgor agrees that, upon effect on the acquisition after aggregate value of the date hereof by Pledgor of any Collateral, with respect to which Collateral or on the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof as are required to perfect the security interest hereunder with respect to such Collateralinterests created hereunder.

Protect Collateral; Further Assurances, etc. Except as permitted under the Second Lien Credit Agreement, no Pledgor will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber in any other manner or otherwise dispose of the Collateral. Each Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessarynecessary or desirable, or that Pledgee the Administrative Agent may reasonably request request, subject to the terms of the Intercreditor Agreement, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, subject to the terms of the Intercreditor Agreement. Each Pledgor agrees that without the prior written consent of Pledgeethe Administrative Agent, in its sole and absolute discretion, it will not permit any Pledged Interests Share Issuer or Pledged Interest Issuer, or vote its interest in any the Pledged Shares or the Pledged Interests in a way that allows any such the Pledged Interests Share Issuer or the Pledged Interest Issuer, except as permitted by Section 4.07(ato (a) hereof, to make any amendments to the Organizational Documents articles of such organization, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or any other organic agreement of the Pledged Interests Share Issuer or the Pledged Interest Issuer, provided that or (b) enter into any other agreements which, in the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result opinion of the Administrative Agent, in impairment its sole and absolute discretion, will reduce the value of any Collateral or which would not have a material adverse effectthe Collateral. Each Pledgor agrees that, upon the acquisition after the date hereof by such Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will to take such actions with respect to such the Collateral or any part thereof as are required to perfect by the security interest hereunder with respect to such CollateralLoan Documents.

Protect Collateral; Further Assurances, etc. Except for the Lien created by this Agreement, no Pledgor will not sell, assign (by operation of law or otherwise)assign, transfer, pledge pledge, or encumber the Collateral in any other manner or otherwise dispose (except as permitted under Section 7.2.9 and Section 7.2.10 of the CollateralCredit Agreement). Each Pledgor will warrant and defend the right and title herein granted to Pledgee unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, necessary or that Pledgee the Administrative Agent may reasonably request request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Pledgor agrees that hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the prior written consent signature of Pledgee, in its sole and absolute discretion, it will not permit any Pledged Interests Issuer, or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except as Pledgor where permitted by Section 4.07(a) hereoflaw. A carbon, to make photographic or other reproduction of this Agreement or any amendments to financing statement covering the Organizational Documents of such Pledged Interests Issuer, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect. Pledgor agrees that, upon the acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. No Pledgor will permit any Pledged Share Issuer that is a Subsidiary of such Pledgor to issue any Capital Securities unless the same are required pledged hereunder and all certificates or instruments representing or evidencing such Capital Securities are promptly delivered to perfect and held by or on behalf of the security interest hereunder Administrative Agent as Collateral in accordance with respect to such CollateralSection 2.3.