Common use of Securities Collateral Clause in Contracts

Securities Collateral. Subject to the limitations in Section 1, without limiting the generality of the foregoing Section 5(a), each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws of the United States, (A) all certificates or Instruments representing or evidencing the Pledged Equity and Pledged Debt of any Subsidiary referred to in Section 6.11 of the Credit Agreement shall be delivered promptly (and in any event no later than 15 Business Days after it becomes subject to Section 6.11 of the Credit Agreement or such later date as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Securities Collateral. Subject to the limitations in Section 1, without limiting the generality of the foregoing Section 5(a), each Each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws of the United States, (A) represents and warrants that all certificates or Instruments instruments representing or evidencing the Pledged Equity Securities Collateral in existence on the date hereof have been delivered to the Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and Pledged Debt of any Subsidiary referred to in Section 6.11 of that the Credit Agreement Agent has a perfected first priority security interest therein. Each Grantor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral acquired by such Grantor after the date hereof shall be delivered promptly (and but in any event no later than 15 Business Days within thirty days after it becomes subject to Section 6.11 of the Credit Agreement or receipt thereof by such later date as the Collateral Agent may agree (acting at the direction of the Required Lenders)Grantor) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or, as applicable, or shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments assignment in blank. Any delivery , all in form and substance satisfactory to the Collateral Agent. The Agent shall have the right, at any time upon the occurrence and during the continuance of any such certificates and Instruments shall be accompanied by supplements Event of Default, to Schedules 4 and/or 5 annexed heretoendorse, as applicable. Each Grantor hereby authorizes assign or otherwise transfer to or to register in the Collateral name of the Agent to attach each such supplement to this Agreement and agrees that or any of its nominees or endorse for negotiation any or all Pledged Equity or Pledged Debt listed on any such supplement delivered to of the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver , without any indication that such Securities Collateral is subject to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accounthereunder. In addition, none upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. Each Grantor that is an Issuer of the Pledged Operating Agreements, Securities agrees to comply with instructions originated by the Agent with respect to the Pledged Partnership Agreements, Securities issued by such Issuer without further consent of any Grantor or any other agreements governing any person and acknowledges that it is the intention of this Agreement to grant “control” to the Agent (within the meaning of Articles 8 and 9 of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that UCC) over such Pledged Interests are securities governed by Article 8 of Securities, to the Uniform Commercial Code as in effect in any relevant jurisdictionextent the same may be applicable to such Pledged Securities.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations in distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 1, without limiting the generality 9-610(b) of the foregoing Section 5(a)UCC, which each Grantor hereby waives, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the Exh. XIII-24 rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Secured Party shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, with respect to the pledge upon request of Securities Collateral of a Loan Secured Party under the laws of the United States(which request may be made by Secured Party in its sole discretion), such Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject the opinion of Secured Party, advisable to Section 6.11 register such Securities Collateral under the provisions of the Credit Agreement Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Secured Party, are necessary or such later date as advisable, all in conformity with the Collateral Agent may agree (acting at the direction requirements of the Required Lenders)) Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by Secured Party; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of subsections 11.4 and 11.5 of the Credit Agreement, in the event of any public sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreementdescribed herein, each Grantor hereby covenants that agrees to indemnify and hold harmless Secured Party, each Lender and each Hedge Agreement Counterparty and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Pledged Equity issued pursuant to Securities Act or otherwise, insofar as such agreement losses, fees, costs, expenses, damages, liabilities or claims (Aor any litigation commenced or threatened in respect thereof) arise out of or are not and shall not be dealt based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or traded on securities exchanges other such document published or filed in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by connection with such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreementspublic sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other agreements governing Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action Exh. XIII-25 in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Secured Party or such Persons within the meaning of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Act.

Securities Collateral. Subject to the limitations in Section 1, without limiting the generality Schedule 4 annexed hereto sets forth all of the foregoing Section 5(a), each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws of the United States, (A) all certificates or Instruments representing or evidencing the Pledged Equity and Pledged Debt of any Subsidiary referred to in Section 6.11 owned by each Grantor as of the Credit Agreement shall be delivered promptly (Closing Date, and the percentage ownership in each issuer thereof. All of such Pledged Equity have been, and to the extent any event no later than 15 Business Days after it becomes subject Pledged Equity is hereafter issued, such Pledged Equity will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to Section 6.11 the extent such concepts are applicable in the jurisdictions of organization of the Credit Agreement or issuer of such later date as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on except as otherwise permitted under the Loan Documents, there are no outstanding warrants, options or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) other rights to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessarypurchase, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver agreements outstanding with respect to to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection each case as of the security interest on the Securities Collateral or to effect any sale or transfer thereofClosing Date. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants represents and warrants that the Pledged Equity Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account, and (D) are not certificated. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. With regards to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, (x) no Grantor shall permit such interests to be certificated, and no applicable issuer shall certificate any such interest or (y) no Grantor shall or permit such issuer to opt in to Article 8 of the Uniform Commercial Code with respect to such limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, in each case of clauses (x) and (y), without the express prior written consent of the Collateral Agent and the taking of all action required by the Loan Documents or as reasonably requested by the Collateral Agent in order for the Collateral Agent to have a perfected security interest in such Collateral. Schedule 5 annexed hereto sets forth all of the Indebtedness owing to any Grantor and evidenced by a promissory note valued in excess of $250,000 individually (the “Pledged Debt”) as of the Closing Date. All of the Pledged Intercompany Debt set forth on Schedule 5 annexed hereto is the legally valid and binding obligation of the issuers thereof (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles).

Securities Collateral. Subject to the limitations in Section 1, without limiting the generality Schedule 3 annexed hereto sets forth all of the foregoing Section 5(a), each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws of the United States, (A) all certificates or Instruments representing or evidencing the Pledged Equity and Pledged Debt of any Subsidiary referred to in Section 6.11 owned by each Grantor as of the Credit Agreement shall be delivered promptly (Closing Date, and the percentage ownership in each issuer thereof. All of such Pledged Equity have been, and to the extent any event no later than 15 Business Days after it becomes subject Pledged Equity is hereafter issued, such Pledged Equity will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to Section 6.11 the extent such concepts are applicable in the jurisdictions of organization of the Credit Agreement or issuer of such later date as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on except as otherwise permitted under the Loan Documents, there are no outstanding warrants, options or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) other rights to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessarypurchase, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver agreements outstanding with respect to to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection each case as of the security interest on the Securities Collateral or to effect any sale or transfer thereofClosing Date. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants represents and warrants that the Pledged Equity Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account, and (D) are not certificated. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. With regards to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, (x) no Grantor shall permit such interests to be certificated, and no applicable issuer shall certificate any such interest or (y) no Grantor shall or permit such issuer to opt in to Article 8 of the Uniform Commercial Code with respect to such limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, in each case of clauses (x) and (y), without the express prior written consent of the Collateral Agent and the taking of all action required by the Loan Documents or as reasonably requested by the Collateral Agent in order for the Collateral Agent to have a perfected security interest in such Collateral. Schedule 4 annexed hereto sets forth all of the Indebtedness owing to any Grantor and evidenced by a promissory note valued in excess of $250,000 individually (the “Pledged Debt”) as of the Closing Date. All of the Pledged Intercompany Debt set forth on Schedule 4 annexed hereto is the legally valid and binding obligation of the issuers thereof (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles).

Securities Collateral. Subject (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Assignor shall be entitled to exercise any and all voting and other consensual rights pertaining to the limitations in Section 1, without limiting the generality of the foregoing Section 5(a), each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under or any part thereof for any purpose not inconsistent with the laws of the United Statesterms or purposes hereof, (A) all certificates this Agreement or Instruments representing or evidencing the Pledged Equity and Pledged any other Secured Debt of any Subsidiary referred to in Section 6.11 of the Credit Agreement Agreement; provided, however, that no Assignor shall be delivered promptly (and in any event no later than 15 Business Days after exercise such rights in any manner which could violate this Agreement. (ii) Each Assignor shall be entitled to receive and retain, and to utilize free and clear of the Liens hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of this Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by any Assignor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Assignor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall be deemed without further action or formality to have granted to each Assignor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Assignor and at the sole cost and expense of the Assignors, from time to time execute and deliver (or cause to be executed and delivered) to such Assignor all such instruments as such Assignor may reasonably request in order to permit such Assignor to exercise the voting and other rights which it becomes subject is entitled to exercise pursuant to Section 6.11 3.8(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 3.8(a)(ii). (b) Upon the occurrence and during the continuance of any Event of Default: (i) All rights of each Assignor to exercise the Credit Agreement or voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 3.8(a)(i) shall cease, and all such later date rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Assignor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 3.8(a)(ii) shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such Distributions. (iii) Each Assignor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are request in the possession of such Grantor (or such later date as may be agreed by order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 3.8(b)(i) and to receive all Distributions which it may be entitled to receive under Section 3.8(b)(ii) hereof. (acting at iv) All Distributions which are received by any Assignor contrary to the direction provisions of Section 3.8(b)(ii) hereof shall be received in trust for the benefit of the Required LendersCollateral Agent, shall be segregated from other funds of such Assignor and shall immediately be paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (c) No Assignor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Assignor is a party relating to the Pledged Securities pledged by it, and held such Assignor is not in violation of any other provisions of any such agreement to which such Assignor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Assignor is subject to any defense, offset or on behalf counterclaim, nor have any of the foregoing been asserted or alleged against such Assignor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates, if any, delivered to the Collateral Agent) which evidence any Pledged Securities of such Assignor. (d) In the case of each Assignor which is an issuer of Securities Collateral, such Assignor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (e) In the case of each Assignor which is a partner in a partnership, limited liability company or other entity, such Assignor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Assignor, pursuant to the terms hereof, of the Pledged Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent pursuant hereto and shall be or its nominee as a substituted partner or member in suitable form for transfer by delivery orsuch partnership, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interestsother entity with all the rights, issued under any Pledged Operating Agreement powers and duties of a general partner or Pledged Partnership Agreementa limited partner or member, each Grantor hereby covenants that as the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictioncase may be.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and one terms less favorable that those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to flourish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Secured Party shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, Company and each Grantor which is a first-tier Subsidiary agrees that, upon request of Secured Party (which request may be made by Secured Party in its sold discretion), Grantor will, at its own expense (A) execute and deliver, and cause each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Secured Party, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Secured Party, 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; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by Secured Party; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 111(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be necessary to make such sale of the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, without including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of Section 10.7 of the foregoing Section 5(a)Credit Agreement, in the event of any public sale described herein, each Grantor agrees thatto indemnify and hold harmless Secured Party, with in each Lender and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect to the pledge thereof) arise out of Securities Collateral or are based upon an untrue statement or alleged untrue statement of a Loan material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party under the laws of the United Statesand such other Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, (A) all certificates or Instruments representing or evidencing the Pledged Equity and Pledged Debt of any Subsidiary referred to nature whatsoever, commenced or threatened in Section 6.11 of the Credit Agreement shall be delivered promptly respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any event no later than 15 Business Days after it becomes subject to Section 6.11 of the Credit Agreement other action in respect of, any such commenced or such later date as the Collateral Agent may agree (acting at the direction of the Required Lendersthreatened litigation or any claims asserted)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and . This indemnity shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent addition to any amendment or other modification or waiver with respect to liability which any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if Grantor may otherwise have and shall extend upon the same is prohibited pursuant terms and conditions to each Person, if any, that controls Secured Party or such Persons within the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection meaning of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAct.

Securities Collateral. Subject (i) The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations distribution or resale thereof. The Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to the Secured Party by the Grantor pursuant hereto, the Grantor agrees that any such private sale shall be deemed to have been made in Section 1a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, without limiting even if such issuer would, or should, agree to so register it. (ii) If the generality Secured Party shall determine to exercise its right to sell all or any of the foregoing Securities Collateral pursuant to this Section 5(a)after an Event of Default, each the Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws upon request of the United StatesSecured Party (which request may be made by the Secured Party in its sole discretion), the Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject to Section 6.11 the opinion of the Credit Agreement or Secured Party, advisable to register such later date as Securities Collateral under the Collateral Agent may agree (acting at the direction provisions of the Required Lenders)) Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Secured Party, 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; (B) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not part thereof valid and shall not be dealt binding and in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, compliance with applicable law; and (C) are not bear all costs and will not be held by such Grantor in a securities account. In additionexpenses, none including reasonable attorneys’ fees of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued carrying out its obligations under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionthis Section.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations in distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 1, without limiting the generality 9-610(c) of the foregoing Section 5(a)UCC, which each Grantor hereby waives to the extent permitted by applicable law, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect and to otherwise comply with the Securities Act and such rules and regulations in connection with such sale. Security Agreement (ii) If Collateral Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, with respect to the pledge upon request of Securities Collateral of a Loan Party under the laws of the United StatesAgent (which request may be made by Collateral Agent in its sole discretion), such Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject the opinion of Collateral Agent, advisable to Section 6.11 register such Securities Collateral under the provisions of the Credit Agreement Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Collateral Agent, are necessary or such later date as advisable, all in conformity with the Collateral Agent may agree (acting at the direction requirements of the Required Lenders)) Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by Collateral Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of those provisions of the Revolver Credit Agreement (or any successor provisions thereto) and the Term Loan Agreement (or any successor provisions thereto) that require one or more of the Grantors to effect reimburse expenses of or indemnify the Collateral Agent or any Benefited Party in the event of any public sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreementdescribed herein, each Grantor hereby covenants that agrees to indemnify and hold harmless Collateral Agent and the Pledged Equity issued pursuant Benefited Parties and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such agreement Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (Aor any litigation commenced or threatened in respect thereof) arise out of or are not and shall not be dealt based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or traded on securities exchanges other such document published or filed in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by connection with such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreementspublic sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other agreements governing Persons for any legal or other expenses reasonably incurred by Collateral Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other Persons and counsel for Collateral Agent and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Collateral Agent or such Persons within the meaning of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Act.

Securities Collateral. Subject (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Assignor shall be entitled to exercise any and all voting and other consensual rights pertaining to the limitations in Section 1, without limiting the generality of the foregoing Section 5(a), each Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under or any part thereof for any purpose not inconsistent with the laws of the United Statesterms or purposes hereof, (A) all certificates this Agreement or Instruments representing or evidencing the Pledged Equity and Pledged any other Secured Debt of any Subsidiary referred to in Section 6.11 of the Credit Agreement Agreement; provided, however, that no Assignor shall be delivered promptly (and in any event no later than 15 Business Days after exercise such rights in any manner which could violate this Agreement. (ii) Each Assignor shall be entitled to receive and retain, and to utilize free and clear of the Liens hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of this Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by any Assignor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Assignor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall be deemed without further action or formality to have granted to each Assignor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Assignor and at the sole cost and expense of the Assignors, from time to time execute and deliver (or cause to be executed and delivered) to such Assignor all such instruments as such Assignor may reasonably request in order to permit such Assignor to exercise the voting and other rights which it becomes subject is entitled to exercise pursuant to Section 6.11 3.8(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 3.8(a)(ii). (b) Upon the occurrence and during the continuance of any Event of Default: (i) All rights of each Assignor to exercise the Credit Agreement or voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 3.8(a)(i) shall cease, and all such later date rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Assignor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 3.8(a)(ii) shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such Distributions. (iii) Each Assignor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are request in the possession of such Grantor (or such later date as may be agreed by order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 3.8(b)(i) and to receive all Distributions which it may be entitled to receive under Section 3.8(b)(ii) hereof. (acting at iv) All Distributions which are received by any Assignor in violation of Section 3.8(b)(ii) hereof shall be received in trust for the direction benefit of the Required LendersCollateral Agent, shall be segregated from other funds of such Assignor and shall immediately be paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (c) No Assignor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Assignor is a party relating to the Pledged Securities pledged by it, and held such Assignor is not in violation of any other provisions of any such agreement to which such Assignor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Assignor is subject to any defense, offset or on behalf counterclaim, nor have any of the foregoing been asserted or alleged against such Assignor by any person with respect thereto, and as of the Amendment and Restatement Effective Date, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates, if any, delivered to the Collateral Agent) which evidence any Pledged Securities of such Assignor. (d) In the case of each Assignor which is an issuer of Securities Collateral, such Assignor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (e) In the case of each Assignor which is a partner in a partnership, limited liability company or other entity, such Assignor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Assignor, pursuant to the terms hereof, of the Pledged Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent pursuant hereto and shall be or its nominee as a substituted partner or member in suitable form for transfer by delivery orsuch partnership, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interestsother entity with all the rights, issued under any Pledged Operating Agreement powers and duties of a general partner or Pledged Partnership Agreementa limited partner or member, each Grantor hereby covenants that as the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictioncase may be.

Securities Collateral. Subject (i) The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations distribution or resale thereof. The Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to the Secured Party by the Grantor pursuant hereto, the Grantor agrees that any such private sale shall be deemed to have been made in Section 1a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, without limiting even if such issuer would, or should, agree to so register it. (ii) If the generality Secured Party shall determine to exercise its right to sell all or any of the foregoing Securities Collateral pursuant to this Section 5(a)after an Event of Default, each the Grantor agrees that, with respect to the pledge of Securities Collateral of a Loan Party under the laws upon request of the United StatesSecured Party (which request may be made by the Secured Party in its sole discretion), the Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject to Section 6.11 the opinion of the Credit Agreement or Secured Party, advisable to register such later date as Securities Collateral under the Collateral Agent may agree (acting at the direction provisions of the Required Lenders)) Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Secured Party, 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; (B) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not part thereof valid and shall not be dealt binding and in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, compliance with applicable law; and (C) are not bear all costs and will not be held by such Grantor in a securities account. In additionexpenses, none including reasonable attorneys’ fees, of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued carrying out its obligations under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionthis Section.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations in distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 1, without limiting the generality 9-610(c) of the foregoing Section 5(a)UCC, which each Grantor hereby waives to the extent permitted by applicable law, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect and to otherwise comply with the Securities Act and such rules and regulations in connection with such sale. (ii) If Collateral Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, with respect to the pledge upon request of Securities Collateral of a Loan Party under the laws of the United StatesAgent (which request may be made by Collateral Agent in its sole discretion), such Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject the opinion of Collateral Agent, advisable to Section 6.11 register such Securities Collateral under the provisions of the Credit Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be Security Agreement furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Collateral Agent, are necessary or such later date as advisable, all in conformity with the Collateral Agent may agree (acting at the direction requirements of the Required Lenders)) Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by Collateral Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of those provisions of the Detroit L/C Facility Agreement (or any successor provisions thereto), the New L/C Facility Agreement (or any successor provisions thereto) and the High Yield Indenture (or any successor provisions thereto) that require one or more of the Grantors to effect reimburse expenses of or indemnify the Collateral Agent or any Benefited Party in the event of any public sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreementdescribed herein, each Grantor hereby covenants that agrees to indemnify and hold harmless Collateral Agent and the Pledged Equity issued pursuant Benefited Parties and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such agreement Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (Aor any litigation commenced or threatened in respect thereof) arise out of or are not and shall not be dealt based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or traded on securities exchanges other such document published or filed in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by connection with such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreementspublic sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other agreements governing Persons for any legal or other expenses reasonably incurred by Collateral Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other Persons and counsel for Collateral Agent and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Collateral Agent or such Persons within the meaning of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Act.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the limitations distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto, each Grantor agrees that any such private sale shall be deemed to have been made in Section 1a commercially reasonable manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, without even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) Without limiting the generality of subsections 10.2 and 10.3 of the foregoing Section 5(a)Credit Agreement, in the event of any public sale described herein, each Grantor agrees thatto indemnify and hold harmless Secured Party, with and each Lender and each Hedge Provider and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect to the pledge thereof) arise out of Securities Collateral or are based upon an untrue statement or alleged untrue statement of a Loan material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party under the laws of the United Statesand such other Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, (A) all certificates or Instruments representing or evidencing the Pledged Equity and Pledged Debt of any Subsidiary referred to nature whatsoever, commenced or threatened in Section 6.11 of the Credit Agreement shall be delivered promptly respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any event no later than 15 Business Days after it becomes subject to Section 6.11 of the Credit Agreement other action in respect of, any such commenced or such later date as the Collateral Agent may agree (acting at the direction of the Required Lendersthreatened litigation or any claims asserted)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and . This indemnity shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent addition to any amendment or other modification or waiver with respect to liability which any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if Grantor may otherwise have and shall extend upon the same is prohibited pursuant terms and conditions to each Person, if any, that controls Secured Party or such Persons within the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection meaning of the security interest on the Securities Collateral or to effect any sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAct.

Securities Collateral. Subject (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered or qualified under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such Securities Collateral for their own account, for investment and not with a view to the limitations in distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 1, without limiting the generality 9610 of the foregoing Section 5(a)UCC, which each Grantor hereby waives, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Secured Party shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, with respect to the pledge upon request of Securities Collateral of a Loan Secured Party under the laws of the United States(which request may be made by Secured Party in its sole discretion), such Grantor will, at its own expense (A) all certificates or Instruments representing or evidencing the Pledged Equity execute and Pledged Debt of any Subsidiary referred to in Section 6.11 deliver, and cause each issuer of the Credit Agreement shall Securities Collateral contemplated to be delivered promptly (sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in any event no later than 15 Business Days after it becomes subject the reasonable opinion of Secured Party, advisable to Section 6.11 register such Securities Collateral under the provisions of the Credit Agreement Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Secured Party, are necessary or such later date as advisable, all in conformity with the Collateral Agent may agree (acting at the direction requirements of the Required Lenders)) Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by Secured Party; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other Pledged Equity acts and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date things as may be agreed by the Collateral Agent (acting at the direction necessary to make such sale of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Equity, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Securities Collateral or to effect any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of Sections 10.6 and 11.8 of the Credit Agreement, in the event of any public sale or transfer thereof. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreementdescribed herein, each Grantor hereby covenants that the Pledged Equity issued pursuant agrees to such agreement (A) are not indemnify and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitieshold harmless Secured Party, and each Lender and each Hedge Lender and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (Cor any litigation commenced or threatened in respect thereof) arise out of or are not and will not be held by based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such Grantor document published or filed in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreementsconnection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other agreements governing Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Secured Party or such Persons within the meaning of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Act.

Securities Collateral. Subject to the limitations in Section 1, without limiting the generality As of the foregoing Section 5(a)date hereof, Schedule 6 annexed hereto sets forth all of the Equity Interests and the Pledged Equity owned by Grantor, and the percentage ownership in each Grantor agrees thatissuer thereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by Grantor. All of the Pledged Subsidiary Equity and Pledged Equity set forth on Schedule 6 annexed hereto has been duly authorized and validly issued and is fully paid and all capital contributions, if any, required to be made with respect to the pledge issuance of Securities Collateral of a Loan Party under the laws of the United States, (A) all certificates or Instruments representing or evidencing the such Pledged Subsidiary Equity and Pledged Debt of any Subsidiary referred to in Section 6.11 Equity have been made. ISSUER PLEDGE AND SECURITY AGREEMENT 4 SF1:724672 Under the terms of the Credit Agreement shall be delivered promptly (relevant limited liability company agreement, operating agreement, partnership agreement, limited partnership agreement, by-laws, formation documents and in any event no later than 15 Business Days after it becomes subject to Section 6.11 of the Credit Agreement or such later date as the Collateral Agent may agree (acting at the direction of the Required Lenders)) and (B) all other Pledged Equity and Pledged Debt shall be delivered on or before 15 Business Days after such certificates or Instruments are in the possession of such Grantor (or such later date as may be agreed by the Collateral Agent (acting at the direction of the Required Lenders)) to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery orincorporation documents, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank. Any delivery to the Collateral Agent of any such certificates and Instruments shall be accompanied by supplements to Schedules 4 and/or 5 annexed hereto, as applicable. Each Grantor hereby authorizes the Collateral Agent to attach each such supplement to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any such supplement delivered to the Collateral Agent shall for all purposes hereunder be considered Securities Collateral. Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect issuer of any the Pledged Equity. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Subsidiary Equity and Pledged Equity, Pledged Operating no further capital contributions are required, except as provided in any Permitted Tax Equity Documents or the Issuer Limited Liability Company Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity if the same is prohibited pursuant to the Loan Documents. Each Grantor agrees that it will cooperate as amended with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection consent of the security interest on the Securities Collateral or to effect any sale or transfer thereofRequired Holders. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Equity issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none All of the Pledged Operating AgreementsSubsidiary Debt set forth on Schedule 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; other than as provided in any Permitted Tax Equity Documents, the Pledged Partnership Agreementsthere are no outstanding warrants, options or other rights to purchase, or any other agreements governing any of outstanding with respect to, or property that is now or hereafter convertible into, or that requires the Pledged Interests issued under issuance or sale of, any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSubsidiary Equity.