Common use of Pledged Equity Interests Clause in Contracts

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless If Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, Pledgor shall accept the same as the agent of Secured Party, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by Pledgor and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementcontinuing, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinSecured Party, be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by Pledgor, Pledgor shall, until such Grantor during the continuance of an Event of Default (other than with respect money or property is paid or delivered to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Secured Party, such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Secured Obligations.

Pledged Equity Interests. (a) Unless an Event As of Default shall have occurred the date hereof, Annex 1 correctly sets forth the name and be continuing jurisdiction of each Issuer of, and the Administrative Agent shall have given notice to the relevant Grantor ownership interest (including class of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests (if applicable), certificate number (if applicable), number of shares or units and percentage owned) of each Grantor shall be permitted to receive all cash dividendsLoan Party in, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests. As of the date hereof, the Pledged Equity Interests with respect to each Loan Party constitute 100% of the extent permitted issued and outstanding Equity Interests of each Subsidiary of the Company directly owned by such Loan Party on the date hereof, or, in the case of voting Equity Interests of any Foreign Subsidiary directly owned by such Loan Party on the date hereof, 65% of the issued and outstanding voting Equity Interests of such Subsidiary. As of the date hereof, each Loan Party hereby represents and warrants that none of the limited liability company interests or limited partnership interests of any Subsidiary in which a security interest is granted by such Loan Party hereunder are or represent interests in Issuers that (a) are registered investments companies, (b) are dealt in or traded on securities exchanges or markets or (c) are issued by an Issuer that has opted to have them treated as securities under the Uniform Commercial Code of any jurisdiction. The Pledged Equity Interests listed on Annex 1 are, and all other Pledged Equity Interests in which such Loan Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity Interests are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, or other organizational instrument of the respective Issuer, of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder (except for any such restriction contained herein or in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. All the shares (aor such other interests) Unless an Event of Default shall the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests (other than Excluded Assets) have occurred been duly and be continuing validly issued and are fully paid and nonassessable; all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Grantor is the record and beneficial owner of, and has good title to, such Equity Interests pledged by it hereunder, free of any and all Liens (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), options, warrants, puts, calls or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, and has the full right and authority to pledge such Equity Interests for the purposes and upon the terms set out herein and the Administrative Agent shall have given notice power to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged transfer such Equity Interests, free and clear of any Lien (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents). Except to the extent permitted in by the Credit Agreement, and to exercise all voting and corporate there are no restrictions on transfer in the Organizational Documents, or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised agreement or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement document governing or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementagreement relating to, any sums paid upon of the shares (or such other interests) of the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests which would limit or restrict (a) the grant of a security interest in such Equity Interests, (b) the perfection of such security interest or (c) the exercise of remedies in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a such perfected security interest in favor such Equity Interests; in each case, as contemplated by this Agreement. Upon the exercise of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed remedies in respect of any Pledged such Equity Interests shall be received by such Grantor upon and during the continuance continuation of an Event of Default (other than with respect Default, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Person, shall become a member or partner, as the case may be, of such Person, entitled to any Restricted Payment that is permitted under Section 7.6 participate in the management thereof to the extent of such interest and, upon the transfer of the Credit Agreement notwithstanding the existence entire interest of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall hold such money cease to be a member or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantorpartner, as additional security for the Equity Interest Obligationscase may be.

Pledged Equity Interests. (a) Unless an Event If such Grantor shall receive any capital stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, to the extent permitted or otherwise in the Credit Agreementrespect thereof, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such votestock, exercisecertificate, option or other action right constitutes Collateral and is required received in certificated form, such Grantor shall accept the same as the agent of the Lenders, hold the same in trust for the Lenders and promptly deliver the same to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations. Except as otherwise permitted under During the Credit Agreementexistence of an Event of Default, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within (to the time periods required hereinextent such property does not constitute Excluded Collateral or an Excluded Perfection Asset), be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Default, such Grantor shall shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless an Event As of Default shall have occurred the date hereof, Schedule 7 to the Perfection Certificate correctly sets forth the name and be continuing jurisdiction of each Issuer of, and the Administrative Agent shall have given notice to the relevant Grantor ownership interest (including class of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests (if applicable), certificate number (if applicable), number of shares or units and percentage owned) of each Grantor shall be permitted to receive all cash dividendsin, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests. As of the date hereof, the Pledged Equity Interests with respect to each Grantor constitute 100% of the issued and outstanding Equity Interests of each Subsidiary of the Borrower that are required to be pledged pursuant to this Agreement and are directly owned by such Grantor on the date hereof. As of the date hereof, each Grantor hereby represents and warrants that none of the limited liability company interests or limited partnership interests of any Subsidiary in which a security interest is granted by such Grantor hereunder are or represent interests in Issuers that (i) are registered investment companies, (ii) are dealt in or traded on securities exchanges or markets or (iii) are issued by an Issuer that has opted to have them treated as securities under the Uniform Commercial Code of any jurisdiction. The Pledged Equity Interests listed on Schedule 7 to the extent permitted Perfection Certificate are, and all other Pledged Equity Interests in which such Grantor shall hereafter grant a security interest pursuant to Section 2.1 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity), and, subject to the Intercreditor Agreements, none of such Pledged Equity Interests are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, or other organizational instrument of the respective Issuer, of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder (except for any such restriction contained herein or in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercisedthereunder)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. All the shares (aor such other interests) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity InterestsInterests have been duly and validly issued and are fully paid and, to the extent shares in a corporation, nonassessable; all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Grantor is the record and beneficial owner of, and has good title to, such Equity Interests pledged by it hereunder, free of any and all Liens (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), options, warrants, puts, calls or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, and has the full right and authority to pledge such Equity Interests for the purposes and upon the terms set out herein and the power to transfer such Equity Interests, free and clear of any Lien (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents). Except to the extent permitted in by the Credit Agreement, and to exercise all voting and corporate there are no restrictions on transfer in the Organizational Documents, or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised agreement or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement document governing or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementagreement relating to, any sums paid upon of the shares (or such other interests) of the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests which would limit or restrict (a) the grant of a security interest in such Equity Interests, (b) the perfection of such security interest or (c) the exercise of remedies in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a such perfected security interest in favor such Equity Interests; in each case, as contemplated by this Agreement. Upon the exercise of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed remedies in respect of any Pledged such Equity Interests shall be received by such Grantor upon and during the continuance continuation of an Event of Default (other than with respect Default, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Person, shall become a member or partner, as the case may be, of such Person, entitled to any Restricted Payment that is permitted under Section 7.6 participate in the management thereof to the extent of such interest and, upon the transfer of the Credit Agreement notwithstanding the existence entire interest of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall hold such money cease to be a member or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantorpartner, as additional security for the Equity Interest Obligationscase may be.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect All of the Pledged Equity InterestsInterests are duly authorized and validly issued capital stock or membership interests (as applicable) of the applicable Pledged Entity, are fully paid and nonassessable and are not subject to the extent permitted in preemptive rights of any Person. All of the Credit Pledged Equity Interests were issued pursuant to a valid exemption from the registration requirements of the Securities Act of 1933, as amended, and fully comply with any and all applicable state securities laws. No authorization, approval or action by, and no notice or filing with any governmental authority or with the issuer of any Pledged Equity Interests is required either (i) for the pledge of the Pledged Equity Interests made by IntriCon hereunder or for the granting of the security interest therein by IntriCon pursuant to this Agreement, or (ii) for the exercise by Bank of its rights and to exercise all voting and corporate or other entity rights remedies hereunder with respect to the Pledged Equity Interests; provided, however, that no vote shall Interests (except as may be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirementlaws affecting the offering and sale of securities). Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to This Agreement creates a perfected valid security interest in favor of Bank in the Administrative Agent within Pledged Equity Interests. The taking of possession by Bank of the time periods required herein, be delivered to certificates (if any) evidencing the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received will perfect and establish the first priority of Bank’s security interest in such certificated Pledged Equity Interests. The filing of a UCC Financing Statement describing the Pledged Equity Interests with the Secretary of State of Pennsylvania will perfect the Bank’s security interest in any uncertificated Pledged Equity Interests, and furthermore, the execution of a written agreement by the issuer of each such Grantor during uncertificated Pledged Equity Interest that it will comply with instructions originated by the continuance of an Event of Default (other than Bank with respect to any Restricted Payment that is permitted under Section 7.6 such uncertificated Pledged Equity Interests issued by it without further consent by IntriCon will establish “control” (as defined in the UCC) by the Bank over any such uncertificated Pledged Equity Interest and perfect and establish the first priority of Bank’s security interest in such uncertificated Pledged Equity Interests. No action other than obtaining possession of the Credit Agreement notwithstanding certificates representing all certificated Pledged Equity Interests and obtaining “control” over all uncertificated Pledged Equity Interests as described in the existence of an Event of Default (unless such Restricted Payment foregoing sentences is made after necessary to perfect or otherwise protect the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property Bank’s security interest in trust for the Administrative Agent for the benefit Pledged Equity Interests. Schedule 7.28 attached hereto sets forth a statement of the Secured Partiesauthorized, segregated from other funds issued and outstanding capital stock of the Pledged Entities and, the owners of such Grantorcapital stock. None of the issued and outstanding capital stock of the Pledged Entities that are owned by IntirCon are subject to any vesting, as additional security for the Equity Interest Obligationsredemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such capital stock.

Pledged Equity Interests. (a) Unless an Event On the date hereof and promptly after the time that any Restricted Subsidiary of Default shall have occurred and be continuing the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Administrative Agent Restricted Subsidiaries (as applicable) shall have given notice execute and deliver to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated the Pledge Agreement (or an amendment to the Pledge Agreement) from the Borrower and/or the Restricted Subsidiaries (as applicable) covering all Equity Interests owned by the Range Resources Credit Agreement — Page 66 Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other funds evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such GrantorRestricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as additional Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect a first priority security for interest in the issued and outstanding Equity Interest ObligationsInterests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary shall be required to pledge in excess of 65% of the voting Equity Interests of any Restricted Subsidiary that is a Foreign Subsidiary (and shall not be required to pledge any Equity Interests of a second-tier Foreign Subsidiary).

Pledged Equity Interests. The Guarantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (athe “Securities Act”) Unless an Event and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of Default all or any part of the Pledged Equity Interests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. The Guarantor acknowledges that any such private sale 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, the Guarantor agrees that any such private sale shall be deemed to have occurred been made in a commercially reasonable manner and be continuing and that the Administrative Collateral Agent shall have given notice no obligation to engage in public sales and no obligation to delay the relevant Grantor sale of any Pledged Equity Interest for the Administrative Agent’s intent 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 the Required Lenders determine to exercise its corresponding rights pursuant their right to Section 7.01(b), each Grantor shall be permitted to receive sell any or all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to upon written request, the extent permitted in the Credit Agreement, Guarantor shall and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect cause each issuer of any Pledged Equity Interest upon the liquidation or dissolution of any Issuerto be sold hereunder, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect each partnership and each limited liability company from time to any Pledged Equity Interest pursuant time to furnish to the recapitalization or reclassification of the capital of any Issuer or pursuant Collateral Agent (who shall forward such information to the reorganization thereof shallRequired Lenders) all such information as the Required Lenders may request in order to determine the number and nature of interest, unless otherwise subject to a perfected security interest shares or other instruments included in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall which may be received sold by such Grantor during the continuance of an Event of Default Collateral Agent (other than with respect to any Restricted Payment that is permitted under Section 7.6 at the direction of the Credit Agreement notwithstanding Required Lenders) in exempt transactions under the existence Securities Act and the rules and regulations of an Event the Securities and Exchange Commission thereunder, as the same are from time to time in effect. The Guarantor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of Default (unless such Restricted Payment is made after all or any portion of the Loans have been accelerated Pledged Equity Interests pursuant to this Section 8 valid and binding and in compliance with all other applicable legal requirements. The Guarantor further agrees that a breach of any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of covenant contained herein will cause irreparable injury to the Secured Parties, segregated from other funds that the Secured Parties have no adequate remedy at law in respect of such Grantorbreach and, as additional security a consequence, that each and every covenant contained in this Section 8.03 shall be specifically enforceable against the Guarantor, and the Guarantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Equity Interest ObligationsCredit Agreement.

Pledged Equity Interests. The Grantor hereby covenants and agrees that, if the Grantor shall become entitled to receive or shall receive any certificate (a) Unless an Event including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests of any Issuer (including, without limitation, any Additional Project Entity), each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the extent permitted Collateral Agent in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by the Grantor to the Pledged Equity Interests; providedCollateral Agent, howeverif required, that no vote shall be casttogether with an undated stock power covering such certificate duly executed in blank by the Grantor and with, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of if the Credit AgreementCollateral Agent so requests, this Agreement or any other Loan Document except to the extent such votesignature guaranteed, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations, and in the case Equity Interest Obligations. If any sum Interests in Additional Project Entities, a consent from the Issuer thereof substantially in the form of money or property so paid or distributed in respect of any Exhibit C. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder in any Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall be received represented by a certificate and, in the Organizational Documents of such Subsidiary, the Grantor during shall cause the continuance Issuer of an Event such interests to elect to treat such interests as a “security” within the meaning of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 Article 8 of the Credit Agreement notwithstanding the existence Uniform Commercial Code of an Event its jurisdiction of Default organization (unless and all certificates representing such Restricted Payment is made Pledged Equity Interests (and any additional Pledged Equity Interests acquired or issued after the Loans Closing Date) shall have been accelerated and any remedies have been exerciseddelivered to the Collateral Agent, together with duly executed instruments of transfer or assignment in blank)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless (b) If Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, Pledgor shall accept the same as the agent of Secured Party, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by Pledgor and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementcontinuing, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinSecured Party, be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by Pledgor, Pledgor shall, until such Grantor during the continuance of an Event of Default (other than with respect money or property is paid or delivered to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Secured Party, such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Secured Obligations.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect All of the Pledged Equity InterestsInterests are duly authorized and validly issued capital stock or membership interests (as applicable) of the applicable Pledged Entity, are fully paid and nonassessable and are not subject to the extent permitted in preemptive rights of any Person. All of the Credit Pledged Equity Interests were issued pursuant to a valid exemption from the registration requirements of the Securities Act of 1933, as amended, and fully comply with any and all applicable state securities laws. No authorization, approval or action by, and no notice or filing with any governmental authority or with the issuer of any Pledged Equity Interests is required either (i) for the pledge of the Pledged Equity Interests made by IntriCon hereunder or for the granting of the security interest therein by IntriCon pursuant to this Agreement, or (ii) for the exercise by Bank of its rights and to exercise all voting and corporate or other entity rights remedies hereunder with respect to the Pledged Equity Interests; provided, however, that no vote shall Interests (except as may be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirementlaws affecting the offering and sale of securities). Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to This Agreement creates a perfected valid security interest in favor of Bank in the Administrative Agent within Pledged Equity Interests. The taking of possession by Bank of the time periods required herein, be delivered to certificates (if any) evidencing the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received will perfect and establish the first priority of Bank’s security interest in such certificated Pledged Equity Interests. The filing of a UCC Financing Statement describing the Pledged Equity Interests with the Secretary of State of Pennsylvania will perfect the Bank’s security interest in any uncertificated Pledged Equity Interests, and furthermore, the execution of a written agreement by the issuer of each such Grantor during uncertificated Pledged Equity Interest that it will comply with instructions originated by the continuance of an Event of Default (other than Bank with respect to any Restricted Payment that is permitted under Section 7.6 such uncertificated Pledged Equity Interests issued by it without further consent by IntriCon will establish “control” (as defined in the UCC) by the Bank over any such uncertificated Pledged Equity Interest and perfect and establish the first priority of Bank’s security interest in such uncertificated Pledged Equity Interests. No action other than obtaining possession of the Credit Agreement notwithstanding certificates representing all certificated Pledged Equity Interests and obtaining “control” over all uncertificated Pledged Equity Interests as described in the existence of an Event of Default (unless such Restricted Payment foregoing sentences is made after necessary to perfect or otherwise protect the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property Bank’s security interest in trust for the Administrative Agent for the benefit Pledged Equity Interests. Schedule 7.28 attached hereto sets forth a statement of the Secured Partiesauthorized, segregated from other funds issued and outstanding capital stock of the Pledged Entities and, the owners of such Grantorcapital stock. None of the issued and outstanding capital stock of the Pledged Entities that are owned by IntriCon are subject to any vesting, as additional security for the Equity Interest Obligationsredemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such capital stock.

Pledged Equity Interests. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds option or other distributions paid rights in respect of the Pledged Equity InterestsInterest of any Pledged Entity, to the extent permitted whether in the Credit Agreementaddition to, and to exercise all voting and corporate in substitution of, as a conversion of, or other entity rights with respect to the in exchange for, any share or unit of Pledged Equity Interests; provided, howeveror otherwise in respect thereof, that no vote such Grantor shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision accept the same as the agent of the Credit AgreementSecured Parties, this Agreement or any other Loan Document except hold the same in trust for the Secured Parties and deliver the same forthwith to the extent Administrative Agent in the exact form received, duly indorsed by such voteGrantor to the Administrative Agent, exerciseif required, together with an undated stock power or other action is required equivalents covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Collateral constituting Pledged Equity Interest Interests or Pledged Debt upon the liquidation or dissolution -dissolution of any IssuerPledged Entity or Pledged Debt shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any such Pledged Equity Interest Interests or Pledged Debt or any property shall be distributed upon or with respect to any such Pledged Equity Interest Interests or Pledged Debt pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any such Pledged Equity Interests or Pledged Debt shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Secured Obligations.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default which are interests in a partnership or limited liability company and which are not securities (other than with respect to any Restricted Payment that is permitted under Section 7.6 for purposes of the Credit Agreement notwithstanding NYUCC) on the existence of an Event of Default date hereof or the date acquired (unless if later) to elect or otherwise take any action to cause such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust Pledged Equity Interests to be treated as securities for the Administrative Agent for the benefit purposes of the Secured PartiesNYUCC; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, segregated from other funds of in such Grantorevent, as additional security for shall take all steps necessary or advisable in the Equity Interest ObligationsCollateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; 522144.000028 21651939.2 00000000.0.

Pledged Equity Interests. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Lender may be compelled, with respect to any sale of all or any part of the Pledged Equity Interests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (aincluding a public offering made pursuant to a registration statement under the Securities Act) Unless an Event of Default and, notwithstanding such circumstances, the Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have occurred no obligation to engage in public sales and be continuing and no obligation to delay the Administrative Agent shall have given notice sale of any Pledged Equity Interests for the period of time necessary to permit OpCo to register it for a form of public sale requiring registration under the relevant Grantor of Securities Act or under applicable state securities laws, even if OpCo would, or should, agree to so register it. If the Administrative Agent’s intent Lender determines to exercise its corresponding rights pursuant right to Section 7.01(b), each Grantor shall be permitted to receive sell any or all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, upon written request, the Pledgor shall and shall cause OpCo from time to time to furnish to the extent permitted Lender all such information as the Lender may request in order to determine the Credit Agreementnumber and nature of interest, and to exercise all voting and corporate shares or other entity rights with respect to instruments included in the Pledged Equity Interests; provided, however, that no vote shall Interests which may be cast, right exercised or other action taken which could reasonably be expected to result sold by the Lender in any breach of any provision exempt transactions under the Securities Act and the rules and regulations of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated Securities and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorExchange Commission thereunder, as additional security for the Equity Interest Obligationssame are from time to time in effect.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Agreement and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default which are interests in a partnership or limited liability company and which are not securities (other than with respect to any Restricted Payment that is permitted under Section 7.6 for purposes of the Credit Agreement notwithstanding NYUCC) on the existence of an Event of Default date hereof or the date acquired (unless if later) to elect or otherwise take any action to cause such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust Pledged Equity Interests to be treated as securities for the Administrative Agent for the benefit purposes of the Secured PartiesNYUCC; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, segregated from other funds in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof, or (d) cause any issuer of any Pledged Equity Interests which are interests in a corporation and which are not Certificated Securities at any time to become Certificated Securities; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall promptly, and in any case within five (5) Business Days (or such longer period as may be approved by the Collateral Agent in its sole discretion) of such Grantorelection or action, as additional Deliver any such Certificated Security to the Collateral Agent; (c) Each Obligor consents to the grant by each other Obligor of a security for interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest Obligations.to the Collateral Agent or its nominee following the occurrence and 39

Pledged Equity Interests. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds option or other distributions paid rights in respect of the Pledged Equity InterestsInterest of any Pledged Entity, to the extent permitted whether in the Credit Agreementaddition to, and to exercise all voting and corporate in substitution of, as a conversion of, or other entity rights with respect to the in exchange for, any share or unit of Pledged Equity Interests; provided, howeveror otherwise in respect thereof, that no vote such Grantor shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision accept the same as the agent of the Credit AgreementSecured Parties, this Agreement or any other Loan Document except hold the same in trust for the Secured Parties and deliver the same forthwith to the extent Administrative Agent in the exact form received, duly indorsed by such voteGrantor to the Administrative Agent, exerciseif required, together with an undated stock power or other action is required equivalents covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Collateral constituting Pledged Equity Interest Interests or Pledged Debt upon the liquidation or dissolution of any IssuerPledged Entity or Pledged Debt shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any such Pledged Equity Interest Interests or Pledged Debt or any property shall be distributed upon or with respect to any such Pledged Equity Interest Interests or Pledged Debt pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any such Pledged Equity Interests or Pledged Debt shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Secured Obligations.

Pledged Equity Interests. The Grantor hereby covenants and agrees that, if the Grantor shall become entitled to receive or shall receive any certificate (a) Unless an Event including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests of any Issuer (including, without limitation, any Additional Project Entity), each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the extent permitted Collateral Agent in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by the Grantor to the Pledged Equity Interests; providedCollateral Agent, howeverif required, that no vote shall be casttogether with an undated transfer power covering such certificate duly executed in blank by the Grantor, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations, and in the case Equity Interest Obligations. If any sum Interests in Additional Project Entities and to the extent required to create a valid security interest in such Equity Interests, a consent from the Issuer thereof substantially in the form of money or property so paid or distributed in respect of any Exhibit C. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder in any Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall be received represented by a certificate and, in the Organizational Documents of such Subsidiary, the Grantor during shall cause the continuance Issuer of an Event such interests to elect to treat such interests as a “security” within the meaning of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 Article 8 of the Credit Agreement notwithstanding the existence Uniform Commercial Code of an Event its jurisdiction of Default organization (unless and all certificates representing such Restricted Payment is made Pledged Equity Interests (and any additional Pledged Equity Interests acquired or issued after the Loans Closing Date) shall have been accelerated and any remedies have been exerciseddelivered to the Collateral Agent, together with duly executed instruments of transfer or assignment in blank). (B), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless Except as provided in the next sentence, in the event such Pledgor receives any dividends, interest or distributions on any Pledged Equity Interest upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest, then (i) such dividends, interest or distributions shall be included in the definition of Collateral without further action and (ii) such Pledgor shall take all steps, if any, necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over any Certificated Security to the extent constituting Collateral (including, without limitation, delivery thereof to the Collateral Agent to the extent otherwise required pursuant to this Agreement) and pending any such action such Pledgor shall be deemed to hold such dividends, interest or distributions in trust for the benefit of the Collateral Agent and shall segregate such dividends, interest and distributions from all other property of such Pledgor. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing and written notice has been delivered by the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b)Pledgors, each Grantor Pledgor shall be permitted entitled to receive retain all cash dividends, payments, Property, other Proceeds or other dividends and distributions paid in respect of the Pledged Equity Interests; (b) If such Pledgor shall become entitled to receive or shall receive any certificate (including, to the extent permitted without limitation, any certificate representing a dividend or a distribution in the Credit Agreementconnection with any reclassification, and to exercise all voting and corporate increase or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach reduction of any provision of the Credit Agreement, this Agreement capital or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or certificate issued in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.6

Pledged Equity Interests. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Lender may be compelled, with respect to any sale of all or any part of the Pledged Equity Interests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (aincluding a public offering made pursuant to a registration statement under the Securities Act) Unless an Event of Default and, notwithstanding such circumstances, the Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have occurred no obligation to engage in public sales and be continuing and no obligation to delay the Administrative Agent shall have given notice sale of any Pledged Equity Interests for the period of time necessary to permit SunPower YC Holdings to register it for a form of public sale requiring registration under the relevant Grantor of Securities Act or under applicable state securities laws, even if SunPower YC Holdings would, or should, agree to so register it. If the Administrative Agent’s intent Lender determines to exercise its corresponding rights pursuant right to Section 7.01(b), each Grantor shall be permitted to receive sell any or all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, upon written request, the Pledgor shall and shall cause SunPower YC Holdings from time to time to furnish to the extent permitted Lender all such information as the Lender may request in order to determine the Credit Agreementnumber and nature of interest, and to exercise all voting and corporate shares or other entity rights with respect to instruments included in the Pledged Equity Interests; provided, however, that no vote shall Interests which may be cast, right exercised or other action taken which could reasonably be expected to result sold by the Lender in any breach of any provision exempt transactions under the Securities Act and the rules and regulations of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated Securities and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorExchange Commission thereunder, as additional security for the Equity Interest Obligationssame are from time to time in effect.

Pledged Equity Interests. Each Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Equity Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire the Pledged Equity Interests for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than those obtainable through a public sale without such restrictions (aincluding a public offering made pursuant to a registration statement under the Securities Act) Unless an Event of Default and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have occurred and be continuing and the Administrative been made in a commercially reasonable manner. The Collateral Agent shall have given notice be under no obligation to the relevant Grantor delay a sale of any of the Administrative Agent’s intent Pledged Equity Interests for the period of time necessary to exercise permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. If the Collateral Agent exercises its corresponding rights pursuant right to Section 7.01(b), each Grantor shall be permitted to receive sell any or all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, upon written request, the applicable Pledgor shall and shall cause the issuer of such Pledged Equity Interests from time to time to furnish to the extent permitted Collateral Agent all such information as the Collateral Agent may request in order to determine the Credit Agreementnumber and nature of interest, and to exercise all voting and corporate shares or other entity rights with respect to instruments included in the Pledged Equity Interests; provided, however, that no vote shall Interests which may be cast, right exercised or other action taken which could reasonably be expected to result sold by the Collateral Agent in any breach of any provision exempt transactions under the Securities Act and the rules and regulations of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorSEC thereunder, as additional security for the Equity Interest Obligationssame are from time to time in effect.

Pledged Equity Interests. (a) Unless If such Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Equity Interests in the Borrower or other Pledged Equity Interest of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver, subject to Section 9.14 hereof, the same to the Administrative Agent in the exact form received, duly endorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given has provided written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit AgreementPledgor, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of the Borrower and received by such Pledgor shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any Issuer, any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer the Borrower or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Pledgor, such Grantor shall Pledgor shall, if the Administrative Agent has provided written notice to such Pledgor, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Obligations.

Pledged Equity Interests. (ai) Unless an Event of Default shall have occurred and be continuing and 100% (or, if less, the Administrative Agent shall have given notice to the relevant Grantor full amount owned by such Pledgor) of the Administrative Agentissued and outstanding Equity Interests of each direct Domestic Subsidiary of such Pledgor which is a Borrowing Base Guarantor or which is a direct or indirect owner of the Equity Interests of a Borrowing Base Guarantor and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s intent United States parent and (B) could not reasonably be expected to exercise its corresponding rights pursuant cause any material adverse tax consequences) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 7.01(b1.956-2(c)(2)) of each direct Foreign Subsidiary of such Pledgor which is a direct or indirect owner of the Equity Interests of a Borrowing Base Guarantor, in each case, together with the certificates (or other agreements or instruments), each Grantor shall be permitted to receive if any, representing such Equity Interests, and all cash dividendsoptions and other rights, paymentscontractual or otherwise, Propertywith respect thereto (collectively, together with the Equity Interests and other Proceeds interests described in clauses (1) and (2) below, the “Pledged Equity”), including, but not limited to, the following: (1) all Equity Interests representing a dividend on any of the Pledged Equity, or other distributions paid representing a distribution or return of capital upon or in respect of the Pledged Equity, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect of the Pledged Equity; and (2) in the event of any consolidation or merger involving the issuer of any Pledged Equity Interestsand in which such issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision such successor Person is a direct Subsidiary of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental RequirementPledgor. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercisedb)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless If such Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Equity Interests in the Borrower or other Pledged Equity Interest of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received, duly endorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given has provided written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit AgreementPledgor, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of the Borrower and received by such Pledgor shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any Issuer, any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer the Borrower or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Pledgor, such Grantor shall Pledgor shall, if the Administrative Agent has provided written notice to such Pledgor, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Obligations.

Pledged Equity Interests. (a) Unless an Event If any Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b)Capital Stock of any Issuer, each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any of the Pledged Equity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the same forthwith to the extent permitted Secured Party in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by such Grantor to the Pledged Equity Interests; providedSecured Party, howeverif required, that no vote shall together with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor, to be castheld by the Secured Party, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except subject to the extent such voteterms hereof, exercise, or other action is required by applicable Governmental Requirementas additional security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to the Secured Party to be held by it hereunder as additional security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shallthereof, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, property so distributed shall be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of the such Grantor, as additional security for the Equity Interest Secured Obligations.