Common use of Pledge of Collateral Clause in Contracts

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Agent a security interest in all the Collateral consisting of Shares in which such Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns and grants to Agent Lender a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower Loan Party has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to AgentLender, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Lender and cause new certificates representing such securities to be issued in the name of Agent Lender or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Agent Lender may reasonably request to perfect or continue the perfection of AgentLender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower hereby pledges, collaterally assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower has any interest, including the Shares but excluding the Excluded Assets, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, collaterally assigns and grants to Agent Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in all the Collateral consisting of Shares in which such Borrower has any interestconstituting Collateral, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered promptly to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the constitute Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the constituting Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity InterestsInterests constituting Collateral. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee (acting at the direction of the Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given written notice to Borrower Representative suspending such rights, provided that: that no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Event of Default.

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Agent a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, and provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding andfurther, in any event, that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the material terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower Subject to the Intercreditor Agreement, eachEach Obligor hereby pledges, assigns and grants to Agent Agent, for the benefit of the Holders, a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower Obligor has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower an Obligor has an interest, such Borrower Obligor shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon Subject to the Intercreditor Agreement, uponUpon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower Subject to the Intercreditor Agreement, eachEach Obligor will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuingcontinuing and the Obligors shall have received written notice from Agent of its intention to suspend such rights, each Borrower the Obligors shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, ; provided that: no such notice shall be required if a Borrower any Obligor has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All Subject to the Intercreditor Agreement, allAll such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.Default and following receipt by the Obligors of written notice from Agent of Agent’s intention to suspend such rights (unless an Insolvency Proceeding has been commenced), further provided that all such rights to vote and give consents, waivers and ratifications shall revive in the event that the applicable Event of Default is cured or waived. ​

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns as collateral and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated and either (i) represent Equity Interests of a Subsidiary or (ii) have a value in excess of $500,000, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns and grants to Agent a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower Loan Party has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, and provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding andfurther, in any event, that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultDefault upon Borrower Representative’s receipt of notice thereof.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns and grants to Agent Lender a security interest in all the Collateral consisting of Shares in which such Borrower Loan Party has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date Date, or, to the extent not certificated as of the Closing Date, within 10 Business Days of the certification of any Shares, or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralShares, to the extent certificated, will be delivered to AgentLender, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity InterestsShares. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity InterestsShares) into the name of Agent Lender and cause new certificates representing such securities to be issued in the name of Agent Lender or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Agent Lender may reasonably request to perfect or continue the perfection of AgentLender’s security interest in the Equity InterestsShares. Unless an Event of Default shall have occurred and be continuing, each Borrower Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests Shares in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding thereof and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default. 5.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, collaterally assigns and grants to Agent Collateral Trustee (or in case of the Shares of ISR Guarantor, in favor of ISR Collateral Agent), for the ratable benefit of the Secured Parties, a security interest in all the Collateral consisting of Shares in which such Borrower has any interestapplicable Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to Collateral Trustee or ISR Collateral Agent, as applicable, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such Equity Interests constituting Collateral the Shares in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part issuer of the Collateral Shares pledged hereunder and any transfer agent to reflect the pledge of the Equity InterestsShares. Schedule 6 identifies a true and accurate list of pledged Shares as of the Closing Date. If any Loan Party acquires any Shares following the Closing Date or there is any change resulting in the information in Schedule 6 no longer being accurate and complete, Borrower Representative shall deliver the updated Schedule 6 no later than the delivery of the then-next Compliance Certificate, which upon review and acceptance by Agent shall be deemed to replace Schedule 6 to this Agreement. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee or ISR Collateral Agent, as applicable, may effect the transfer of any securities included in the Collateral (including but not limited to the Equity InterestsShares) into the name of Agent Collateral Trustee or ISR Collateral Agent, as applicable, and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or ISR Collateral Agent, as applicable, or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of Collateral Trustee’s or ISR Collateral Agent’s ’s, as applicable, security interest in the Equity InterestsShares. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests Shares in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee or ISR Collateral Agent, as applicable (in each case, acting at the direction of Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given notice to Borrower Representative suspending such rights, provided that: that no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon notice given in accordance with the occurrence and foregoing during the continuance continuation of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, collaterally assigns and grants to Agent Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in all the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such Equity Interests constituting Collateral the Shares in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part issuer of the Collateral such Shares pledged hereunder and any transfer agent to reflect the pledge of the Equity Interestssuch Xxxxxx. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity InterestsShares pledged hereunder) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity InterestsShares pledged hereunder. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests Shares pledged hereunder in which it such Loan Party has an interest and to give consents, waivers and ratifications in respect thereof, unless following the occurrence and during the continuance of an Event of Default, Collateral Trustee (acting at the direction of the Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given notice to Borrower Representative suspending such rights, provided that: that no such notice shall be required if a Borrower such Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon notice given in accordance with the occurrence and foregoing during the continuance existence of an Event of Default. 5.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns and grants to Agent Collateral Trustee a security interest in all such Loan Party’s right, title and interest in, to and under the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of transfer or assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, collaterally assigns and grants to Agent Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in all the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations; provided that the security interest granted hereby shall not attach to any Excluded Property. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the within a reasonable amount of time thereafter, such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such Equity Interests constituting Collateral the Shares in which a Borrower Loan Party has an interest, upon request by Collateral Trustee, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part issuer of the Collateral Shares pledged hereunder and any transfer agent to reflect the pledge of the Equity InterestsShares. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity InterestsShares) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity InterestsShares. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests Shares in which it has an interest and to give consents, waivers and ratifications in respect thereof, and to receive all cash, stock and other money and property paid thereon, unless following the occurrence and during the continuance of an Event of Default, Collateral Trustee (acting at the direction of Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given one Business Day written notice to Borrower Representative suspending such rights, provided that: that no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon notice given in accordance with the occurrence and foregoing during the continuance existence of an Event of Default.

Pledge of Collateral. Each Borrower Loan Party hereby pledges, assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting Collateral, to the extent certificatedany Shares pledged hereunder from time to time are or become certificated and such Shares either (i) represent Equity Interests of a Subsidiary or (ii) have a value in excess of $500,000, will and in each case, the extent the same constitute Collateral, such certificates shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower Loan Party has an interest, such Borrower Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a Borrower Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Event of DefaultDefault and the notification by Collateral Trustee to Borrower Representative of the exercise of remedies in accordance with the terms hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no actions under applicable foreign law to perfect or create any security interest over the Shares or any property or other assets of any Foreign Subsidiary shall be required with respect to any Foreign Subsidiary not required to become a Borrower or Guarantor hereunder in accordance with Section 6.11(b).

Pledge of Collateral. Each Borrower Obligor hereby pledges, assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares in which such Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Secured Obligations. On the Closing Effective Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting Collateral, to the extent certificatedany Shares pledged hereunder from time to time are or become certificated and such Shares either (i) represent Equity Interests of a Subsidiary or (ii) have a value in excess of $500,000, will and in each case, the extent the same constitute Collateral, such certificates shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower an Obligor has an interest, such Borrower Obligor shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Acceleration Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower Obligor will execute and deliver such documents, and take or cause to be taken such actions, as Agent Holder may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower Each Obligor shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Acceleration Event, Collateral Trustee shall have given notice to Obligors suspending such rights, provided that: no such notice shall be required if a Borrower an Obligor has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Acceleration Event and the notification by Collateral Trustee to Obligors of Defaultthe exercise of remedies in accordance with the terms hereof.

Pledge of Collateral. Each Borrower Subject to the Intercreditor Agreement, eachEach Obligor hereby pledges, assigns and grants to Agent Agent, for the benefit of the Holders, a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower Obligor has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower an Obligor has an interest, such Borrower Obligor shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon Subject to the Intercreditor Agreement, uponUpon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower Subject to the Intercreditor Agreement, eachEach Obligor will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuingcontinuing and the Obligors shall have received written notice from Agent of its intention to suspend such rights, each Borrower the Obligors shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, ; provided that: no such notice shall be required if a Borrower any Obligor has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All Subject to the Intercreditor Agreement, allAll such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultDefault and following receipt by the Obligors of written notice from Agent of Agent’s intention to suspend such rights (unless an Insolvency Proceeding has been commenced), further provided that all such rights to vote and give consents, waivers and ratifications shall revive in the event that the applicable Event of Default is cured or waived.

Pledge of Collateral. Each Borrower hereby pledges, collaterally assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares in which such Borrower has (excluding any interestExcluded Assets), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11the extent any Shares pledged hereunder from time to time are or become certificated, the such certificate or certificates for such Equity Interests constituting Collateral, to the extent certificated, will shall be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance continuation of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance continuation of an Event of Default.

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, in each case to the extent the foregoing constitutes Collateral hereunder, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, (x) each Borrower 205707600 v10 shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms; and (y) each Borrower and its Subsidiaries may pay any dividends or make any distribution or payment or redeem, retire or purchase any Equity Interests not otherwise prohibited by the terms of this Agreement. All such rights to vote and give consents, waivers and ratifications ratifications, as well as pay any dividends or make any distribution or payment or redeem, retire or purchase any Equity Interests, shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Agent Collateral Trustee a security interest in all the Collateral consisting of Shares Equity Interests in which such Borrower has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, in each case to the extent the foregoing constitutes Collateral hereunder, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to AgentCollateral Trustee, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent Collateral Trustee may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent 205707600 v10 Collateral Trustee and cause new certificates representing such securities to be issued in the name of Agent Collateral Trustee or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of AgentCollateral Trustee’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, (x) each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms; and (y) each Borrower and its Subsidiaries may pay any dividends or make any distribution or payment or redeem, retire or purchase any Equity Interests not otherwise prohibited by the terms of this Agreement. All such rights to vote and give consents, waivers and ratifications ratifications, as well as pay any dividends or make any distribution or payment or redeem, retire or purchase any Equity Interests, shall terminate upon the occurrence and during the continuance of an Event of Default.

Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Agent a security interest in (A) with respect to any Subsidiary that is not an Excluded Subsidiary, all of the Collateral consisting Borrower’s direct ownership interest in such Subsidiary and (B) with respect to any Subsidiary that is a First-Tier Excluded Subsidiary, 65% the voting equity interests of Shares in which such Borrower has any interestFirst-Tier Excluded Subsidiary and 100% of the non-voting equity interests of such First-Tier Excluded Subsidiary, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests constituting CollateralInterests, to the extent certificated, will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing such the Equity Interests constituting Collateral in which a Borrower has an interest, such Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, and provided that: no such notice shall be required if a Borrower has commenced an Insolvency Proceeding andfurther, in any event, that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.