Common use of Certain Representations and Warranties Regarding the Collateral Clause in Contracts

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) of each Subsidiary held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes with a value equal to $1,000,000 or more held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests of each Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; and (x) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary Guarantors consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective respec­tive procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, the organizational identification number (if any) of such Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the exact address of the chief executive office of such Pledgor is listed on Annex G hereto; (xi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest Partnership Interest of the Partnership partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests other than those listed in Annexes C through F hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor that was a Pledgor on the Effective Date (each, an “Initial Pledgor”) represents and warrants that on as of the date hereof Effective Date: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Pledged Stock (and any warrants or options to purchase Pledged Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Pledged Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Pledged Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Pledged Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Pledged Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Pledged Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Pledged Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Pledged Securities, Pledged Stock, Pledged Notes, Pledged Limited Liability Company Interests or Pledged Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A heretoSchedule 9(a) of the Perfection Certificate; (ii) the Stock Equity Interests (and any warrants or options to purchase Equity Interests), in each case of any such Equity Interests in a Person that is not a Subsidiary of the Lead Borrower to the extent valued in excess of $1,000,000, held by such Pledgor consists of the number and type of shares of the stock Equity Interests (or warrants or options to purchase any Equity Interests) of the corporations as described in Annex B heretoSchedule 9(b) of the Perfection Certificate; (iii) such Stock Equity Interests referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock Equity Interests of the issuing corporation (or other applicable issuer) as is set forth in Annex B heretoSchedule 9(b) of the Perfection Certificate; (iv) the Notes held by such Pledgor consist of the intercompany notes and the promissory notes described in Annex C hereto where Schedule 10 of the Perfection Certificatewhere such Pledgor is listed as the lender, in each case to the extent any such Note exceeds $1,000,000; (v) the Limited Liability Company Interests held by such Pledgor and required to be pledged hereunder consist of the number and type of interests of the Persons described in Annex D heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (vii) the Partnership Interests held by such Pledgor and required to be pledged hereunder consist of the number and type of interests of the Persons described in Annex E heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof (to the extent applicable and required thereby) with respect to each item of Collateral described in Annexes A through E heretoSchedules 9(a), 9(b) and 10 of the Perfection Certificate; and (x) on the date hereof, such Pledgor owns no other Securities, Equity Interests, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be listed on such Schedules and pledged under Section 3.1 hereof.

Certain Representations and Warranties Regarding the Collateral. Each The New Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such New Pledgor, and the direct ownership thereof, is listed in Annex A heretoSchedule 9(a) of the Perfection Certificate delivered in connection with this Joinder Agreement (the “Perfection Certificate”); (ii) the Stock Equity Interests (and any warrants or options to purchase Equity Interests), in each case of any such Equity Interests in a Person that is not a Subsidiary of the Lead Borrower to the extent valued in excess of $1,000,000, held by such New Pledgor consists of the number and type of shares of the stock Equity Interests (or warrants or options to purchase any Equity Interests) of the corporations as described in Annex B heretoSchedule 9(b) of the Perfection Certificate; (iii) such Stock Equity Interests referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock Equity Interests of the issuing corporation (or other applicable issuer) as is set forth in Annex B heretoSchedule 9(b) of the Perfection Certificate; (iv) the Notes held by such New Pledgor consist of the intercompany notes and the promissory notes described in Annex C hereto Schedule 10 of the Perfection Certificate where such Pledgor is listed as the lender, in each case to the extent any such Note exceeds $1,000,000; (v) the Limited Liability Company Interests held by such New Pledgor and required to be pledged hereunder consist of the number and type of interests of the Persons described in Annex D heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (vii) the Partnership Interests held by such New Pledgor and required to be pledged hereunder consist of the number and type of interests of the Persons described in Annex E heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E heretoSchedule 9(a) and Schedule 9(b) of the Perfection Certificate; (ix) the New Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof of the Pledge Agreement (to the extent applicable and required thereby) with respect to each item of Collateral described in Annexes A through E heretoSchedules 9(a), 9(b) and 10 of the Perfection Certificate; and (x) on the date hereof, such Pledgor owns no other Securities, Equity Interests, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be listed on such Schedules and pledged under Section 3.1 of the Pledge Agreement.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Restricted Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) of each Restricted Subsidiary held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes with a value equal to $1,000,000 or more held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests Restricted Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests of each Restricted Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; and (x) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor's Location, the organizational identification number (if any) of such Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iiiiv) such Stock referenced in clause (iii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest referenced in clause (vi) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; (xi) the Excluded Equity Interests owned by such Pledgor on the date hereof are described in Annex H hereto; and (xxii) other than Excluded Equity Interests, on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting the Borrower or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of the Borrower or any Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Borrower or Vessel Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all of the Borrower or any Vessel Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons Borrower or the respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person Borrower or the respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of the Borrower or any Vessel Subsidiary Guarantors that consist of the number and type of interests of the Persons respective Borrower or Vessel Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, the Borrower or any Vessel Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, if any, is listed in on Annex A hereto; (ii) each Issuer is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Issuer held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Issuers as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Issuers held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Issuers consist of the number and type of interests of the Persons respective Issuers described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Issuer.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSC, Arlington or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSC, Arlington or Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSC, Arlington or the issuing corporation respective Vessel Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all of GMSC, Arlington or a Vessel Subsidiary Guarantor held by such Pledgor consist of the number and type of interests of GMSC, Arlington or the Persons respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of GMSC, Arlington or the issuing Person respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of GMSC, Arlington or a Vessel Subsidiary Guarantor consist of the number and type of interests of GMSC, Arlington or the Persons respective Vessel Subsidiary Guarantor described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, GMSC, Arlington or a Vessel Subsidiary Guarantor. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PLEDGOR AND THE PLEDGEE (ON BEHALF OF THE SECURED CREDITORS) ACKNOWLEDGES AND AGREES THAT (X) THE LIEN AND SECURITY INTEREST GRANTED TO THE PLEDGEE BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE PLEDGEE AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT; (Y) THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT TO THE PLEDGEE FOR THE BENEFIT OF THE SECURED CREDITORS IN THE COLLATERAL SHALL BE A SECOND PRIORITY LIEN, FULLY JUNIOR, SUBORDINATED AND SUBJECT TO THE SECURITY INTEREST GRANTED TO THE FIRST PRIORITY PLEDGEE FOR THE BENEFIT OF THE FIRST PRIORITY CREDITORS ON THE TERMS AND CONDITIONS SET FORTH IN THE FIRST PRIORITY COLLATERAL DOCUMENTS AND THE SECONDARY INTERCREDITOR AGREEMENT AND ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE SECURED CREDITORS ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THE SECONDARY INTERCREDITOR AGREEMENT; AND (Z) THE FIRST PRIORITY CREDITORS’ SECURITY INTERESTS IN THE COLLATERAL CONSTITUTE SECURITY INTERESTS SEPARATE AND APART (AND OF A DIFFERENT CLASS AND CLAIM) FROM THE SECURED CREDITORS’ SECURITY INTERESTS IN THE COLLATERAL. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT, THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE SECONDARY INTERCREDITOR AGREEMENT IS IN EFFECT.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting the Borrower, Arlington or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of the Borrower, Arlington or any Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Borrower, Arlington or Vessel Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all of the Borrower, Arlington or any Vessel Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons Borrower, Arlington or the respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person Borrower, Arlington or the respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of the Borrower, Arlington or any Vessel Subsidiary Guarantors that consist of the number and type of interests of the Persons respective Borrower, Arlington or Vessel Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, the Borrower, Arlington or any Vessel Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor that was a Pledgor on the Restatement Effective Date (each, an “Initial Pledgor”) represents and warrants that on as of the date hereof Restatement Effective Date: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Pledged Stock (and any warrants or options to purchase Pledged Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Pledged Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Pledged Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Pledged Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Pledged Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Pledged Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Pledged Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Pledged Securities, Pledged Stock, Pledged Notes, Pledged Limited Liability Company Interests or Pledged Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation (or other applicable issuer) as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be pledged under Section 3.1 hereof.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such PledgorPledged Entity, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) pledged hereunder held by such the Pledgor in any Pledged Entity consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations corporation(s) as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests pledged hereunder held by such the Pledgor consist of the number and type of interests of the Persons Person(s) described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest Capital Stock of the issuing Person as set forth in Annex D hereto; (viivi) the Partnership Interests pledged hereunder held by such the Pledgor consist of the number and type of interests of the Persons Person(s) described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (viii) the Trust Beneficial Interests pledged hereunder held by the Pledgor consist of the number and type of interests of the Person(s) described in Annex F hereto; (ix) each such Trust Beneficial Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire trust interest of any Trust as set forth in Annex F hereto; and (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (ia) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number, is listed on Annex A hereto; (b) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iic) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiid) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ive) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vf) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vig) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viih) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixj) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto, in each case to the extent required by the respective procedure for such item of Collateral on the date hereof; and (xk) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership InterestsInterests that are required to be pledged hereunder.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrant or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock Stock (and any warrants or options to purchase Stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof that: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number (if any), is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Pledged Subsidiary is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Pledged Subsidiary held by such Pledgor consists of the number and type of shares of the stock of the corporations (or warrants or options to purchase any stock) as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Pledged Subsidiaries as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of the Persons respective Pledged Subsidiaries described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Pledged Subsidiaries as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Pledged Subsidiaries consist of the number and type of interests of the Persons respective Pledged Subsidiaries described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Pledged Subsidiary; and (x) each Earnings Account held by such Pledgor is listed on Annex F hereto.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary or Joint Venture of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B A hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B A hereto; (iv) the Notes held by such Pledgor consist of the promissory notes Notes described in Annex C B hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D A hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D A hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E A hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E A hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E and B hereto; and (x) on the date hereof, such Pledgor owns no other SecuritiesSecurities required to be pledged hereunder, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the issuing corporation respective Vessel Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor held by such Pledgor consist of the number and type of interests of GMSCII or the Persons respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of GMSCII or the issuing Person respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of GMSCII or a Vessel Subsidiary Guarantor consist of the number and type of interests of GMSCII or the Persons respective Vessel Subsidiary Guarantor described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, GMSCII or a Vessel Subsidiary Guarantor. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PLEDGOR AND THE PLEDGEE (ON BEHALF OF THE SECURED CREDITORS) ACKNOWLEDGES AND AGREES THAT (X) THE LIEN AND SECURITY INTEREST GRANTED TO THE PLEDGEE BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE PLEDGEE AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT; (Y) THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT TO THE PLEDGEE FOR THE BENEFIT OF THE SECURED CREDITORS IN THE COLLATERAL SHALL BE A SECOND PRIORITY LIEN, FULLY JUNIOR, SUBORDINATED AND SUBJECT TO THE SECURITY INTEREST GRANTED TO THE FIRST PRIORITY PLEDGEE FOR THE BENEFIT OF THE FIRST PRIORITY CREDITORS ON THE TERMS AND CONDITIONS SET FORTH IN THE FIRST PRIORITY COLLATERAL DOCUMENTS AND THE SECONDARY INTERCREDITOR AGREEMENT AND ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE SECURED CREDITORS ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THE SECONDARY INTERCREDITOR AGREEMENT; AND (Z) THE FIRST PRIORITY CREDITORS’ SECURITY INTERESTS IN THE COLLATERAL CONSTITUTE SECURITY INTERESTS SEPARATE AND APART (AND OF A DIFFERENT CLASS AND CLAIM) FROM THE SECURED CREDITORS’ SECURITY INTERESTS IN THE COLLATERAL. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT, THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE SECONDARY INTERCREDITOR AGREEMENT IS IN EFFECT.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held directly by such Pledgor consists of the number and type of shares of the stock Stock (or warrants or options to purchase any Stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock Capital Stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Pledged Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held directly by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests held directly by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no does not directly hold any other Securities, Stock, Pledged Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof that: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number (if any), is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Pledged Subsidiary is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Pledged Subsidiary held by such Pledgor consists of the number and type of shares of the stock of the corporations (or warrants or options to purchase any stock) as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Pledged Subsidiaries as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of the Persons respective Pledged Subsidiaries described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Pledged Subsidiaries as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Pledged Subsidiaries consist of the number and type of interests of the Persons respective Pledged Subsidiaries described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (x) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Pledged Subsidiary; and (xi) each Earnings Account held by such Pledgor is listed on Annex F hereto.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation (or other applicable issuer) as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the intercompany notes and the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (v) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E D hereto; (ixvii) the Pledgor has complied with the respective procedure set forth in Section 3.2(a3(b)(i) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xviii) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests Stock, Notes or Partnership InterestsInterests which are required to be pledged under Section 3(a) hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) constituting Collateral held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes with a principal amount greater than $250,000 held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests constituting Collateral held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests constituting Collateral held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest Partnership Interest of the Partnership partnership as set forth in Annex E hereto; (ix) the exact address of the chief executive officer of each such Pledgor is listed on Annex A to the Security Agreement; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests, in each case constituting Collateral, other than those listed in Annexes C through F hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in on Annex A B hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests; provided, that in respect to the representations and warranties set forth in clauses (iii), (vi) and (viii) above, to the extent that such Stock, Limited Liability Company Interest or Partnership Interest, as applicable, is an ownership interest in a Person other than a Subsidiary or Affiliate of Holdings or any of its Subsidiaries, the applicable Pledgor shall make the aforementioned representations and warranties on the basis of its knowledge after using commercially reasonable efforts to obtain the necessary information from such Person or its officers, employees or agents.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof Amendment and Restatement Effective Date: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number (if any), is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereofAmendment and Restatement Effective Date, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, if any, is listed in on Annex A hereto; (ii) each Issuer is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Issuer held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Issuers as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Issuers held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Issuers consist of the number and type of interests of the Persons respective Issuers described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.;

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and the direct ownership thereofwhether or not such Pledgor is a Transmitting Utility, is listed in on Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons Limited Liability Companies described in Annex D B hereto; (viiii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest Equity Interest of the issuing Person Limited Liability Company as set forth in Annex D B hereto; (viiiv) the Partnership Interests Corporate Stock (and any warrants or options to purchase Corporate Stock) held by such Pledgor consist consists of the number and type of interests shares of the Persons stock (or warrants or options to purchase any stock) of the Corporation described in Annex E C hereto; (viiiv) each such Partnership Interest Corporate Stock constitutes that percentage or portion of the entire partnership interest issued and outstanding Equity Interest of the Partnership issuing the Corporation as set forth in Annex E C hereto; (ixvi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E B and C hereto; and (xvii) on the date hereof, such Pledgor owns no other Securitiesstock, Corporate Stock or Limited Liability Company Interests or Partnership Intereststhat would otherwise constitute Collateral.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor's organizational identification number (if any), is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such the Pledgor, and the direct ownership thereof, thereof is listed in Annex A hereto; (ii) the Stock held by such the Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such the Pledgor consist of 127 the promissory notes described in Annex C hereto where such the Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such the Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof Closing Date: (i) each direct Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) directly held by such Pledgor constituting Collateral consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes with a principal amount of greater than $2,000,000 held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests constituting Collateral held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests constituting Collateral held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) subject to Section 6.10(c) of the Credit Agreement, the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests, in each case constituting Collateral, other than as listed on the aforementioned Annexes.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date 10 11 hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof that: (ia) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed identified in Annex ANNEX A hereto; (iib) the Stock held by such Pledgor consists of the number and type of shares of the stock Capital Stock and other Equity Interests of the corporations as described in Annex ANNEX B hereto; (iiic) such Stock constitutes that percentage of the issued and outstanding capital stock Capital Stock and other Equity Interests of the issuing corporation as is set forth in Annex ANNEX B hereto; (ivd) the Notes held by such Pledgor consist of the promissory notes described and other Instruments identified in Annex ANNEX C hereto where such Pledgor is listed as the lenderhereto; (ve) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests Equity Interests of the Persons described in Annex ANNEX D hereto; (vif) each of such Limited Liability Company Interest Interests constitutes that percentage or portion of the issued and outstanding equity interest Equity Interests of the issuing Person as set forth in Annex ANNEX D hereto; (viig) the Partnership Interests held by such Pledgor consist of the number and type of interests Equity Interests of the Persons described in Annex ANNEX E hereto; (viiih) each of such Partnership Interest Interests constitutes that percentage or portion of the entire partnership interest of the Partnership each partnership as set forth in Annex ANNEX E hereto; (ixi) the such Pledgor has complied with the respective procedure applicable procedures set forth in Section SECTION 3.2(a) hereof with respect to each item of Collateral described in Annexes ANNEXES A through E hereto; and (xj) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof Agreement Execution Date: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereofAgreement Execution Date, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be pledged under Section 3.1 hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied in all material respects with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other SecuritiesStock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (viii) the exact address of the chief executive office of such Pledgor is listed on Annex F hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E heretohereto for such Pledgor; and (x) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, the jurisdiction of organization of such Pledgor, such Pledgor's Location, and such Pledgor's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, the jurisdiction of organization of such Pledgor, such Pledgor's Location, and such Pledgor's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock held by such Pledgor (exclusive of any Excluded Collateral) consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor (exclusive of any Excluded Collateral) consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor (exclusive of any Excluded Collateral) consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E hereto; (xi) the Borrower in good faith believes that the aggregate value of all Equity Interests of all Excluded Entities owned by the Borrower and its Subsidiaries does not exceed $10,000,000; and (xxii) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership InterestsInterests (exclusive of any Excluded Collateral).

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iiiiv) such Stock referenced in clause (iii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest referenced in clause (vi) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.;

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist con-sist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective respec-tive procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iiiii) such Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iviii) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (viv) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons persons described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person person as set forth in Annex D hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons persons described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (viii) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; and (ix) the each Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational or registration identification number, if applicable, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary Guarantors consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) to the extent applicable, such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of the Pledgor, the type of organization of the Pledgor, whether or not the Pledgor is a Registered Organization, the jurisdiction of organization of the Pledgor, the Pledgor's Location, the organizational identification number (if any) of the Pledgor, and whether or not the Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such the Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such the Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such the Pledgor consist of the promissory notes described in Annex C D hereto where such the Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the exact address of the chief executive office of the Pledgor is listed on Annex G hereto; (xi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereof, such the Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of such organization of the Pledgor, and the direct ownership thereofPledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of the Pledgor that owns interests in the Borrower is listed in Annex B hereto; (iii) the Stock held by such Pledgor (and any warrants or options to purchase Stock) consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.Section

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on as of the date hereof Effective Date: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A on Schedule V to the Credit Agreement hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Pledged Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Pledged Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor and required to be pledged by such Pledgor hereunder consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor and required to be pledged by such Pledgor hereunder consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor and required to be pledged by such Pledgor hereunder consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests other than any such Securities, Limited Liability Company Interests and Partnership Interests expressly excluded from the pledge hereunder by the terms hereof. Each Pledgor has complied further warrants that promptly and in any event within 45 days after the Petition Date such Pledgor will comply with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item itern of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation (or other applicable issuer) as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the intercompany notes and the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (ix) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a3(b)(i) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be pledged under Section 3(a) hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor's organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary Guarantors consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this sentence constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest Partnership Interest of the Partnership relevant partnership as set forth in Annex E hereto; (viii) the exact address of the chief executive office of such Pledgor is listed on Annex F hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E heretohereto for such Pledgor; and (x) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership Interests. Each Pulitzer Pledgor represents and warrants that on the date hereof all information with respect to the Collateral of such Pulitzer Pledgor set forth in any schedule, certificate or other writing at any time furnished by such Pledgor to the Pledgee or any Secured Creditor, and all other written information at any time furnished by such Pledgor to the Pledgee or any Secured Creditor, is and shall be true and correct in all material respects as of the date furnished.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary Guarantors consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such the Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such the Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such the Pledgor consist of the promissory notes described in Annex C D hereto where such the Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such the Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of the Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such the Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, other than as listed on Annexes C through G hereto, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on as of the date hereof Effective Date: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex on Schedule VIII-A to the Credit Agreement hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Pledged Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Pledged Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) of each Subsidiary held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes with a value equal to $1,000,000 or more held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests of each Subsidiary held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; and (x) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.. 3.6

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants to the Pledgee and the Secured Creditors that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B A hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B A hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C B hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D C hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D C hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E D hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership respective partnership as set forth in Annex D hereto; (ix) the Instruments held by such Pledgor are set forth in Annex E hereto; (ixx) the Pledgor has complied with the respective procedure set forth in reference to Section 3.2(a) hereof set forth with respect to each item of Collateral described in Annexes A through E heretohereto is the procedure followed by such Pledgor to perfect the security interest in such Collateral; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests, Partnership Interests or Partnership InterestsInstruments.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Vessel Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Vessel Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Vessel Subsidiary Guarantors consist of the number and type of interests of the Persons respective Vessel Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, any Vessel Subsidiary Guarantor.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and the direct ownership thereofwhether or not such Pledgor is a Transmitting Utility, is listed in on Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons Limited Liability Companies and the Limited Partnerships described in Annex E B hereto; (viiiiii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding Equity Interest of the issuing Limited Liability Company as set forth in Annex B hereto; (iv) each such Limited Partnership Interest constitutes that percentage or portion of the entire partnership interest issued and outstanding Equity Interest of the issuing Limited Partnership as set forth in Annex E B hereto; (ixv) the Corporate Stock (and any warrants or options to purchase Corporate Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the Corporation described in Annex C hereto; (vi) such Corporate Stock constitutes that percentage of the issued and outstanding Equity Interest of the issuing the Corporation as set forth in Annex C hereto; (vii) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E B and C hereto; and (xviii) on the date hereof, such Pledgor owns no other Securitiesstock, Corporate Stock, Limited Liability Company Interests or Limited Partnership InterestsInterests that would otherwise constitute Collateral.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and the direct ownership thereofwhether or not such Pledgor is a Transmitting Utility, is listed in on Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons Limited Liability Companies described in Annex D B hereto; (viiii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest Equity Interest of the issuing Person Limited Liability Company as set forth in Annex D B hereto; (viiiv) the Partnership Interests Corporate Stock (and any warrants or options to purchase Corporate Stock) held by such Pledgor consist consists of the number and type of interests shares of the Persons stock (or warrants or options to purchase any stock) of the Corporation described in Annex E C hereto; (viiiv) each such Partnership Interest Corporate Stock constitutes that percentage or portion of the entire partnership interest issued and outstanding Equity Interest of the Partnership issuing the Corporation as set forth in Annex E C hereto; (ixvi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E B and C hereto; and (xvii) on the date hereof, such Pledgor owns no other Securitiesstock, Corporate Stock or Limited Liability Company Interests that would otherwise constitute Collateral or Partnership Interestsa Pledge of such Collateral is contractually prohibited by existing Mortgage Indebtedness.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation (or other applicable issuer) as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the intercompany notes and the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (ix) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a3(b)(i) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be pledged under Section 3(a) hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this sentence constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest Partnership Interest of the Partnership relevant partnership as set forth in Annex E hereto; (viii) the exact address of the chief executive office of such Pledgor is listed on Annex F hereto; (ix) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E heretohereto for such Pledgor; and (x) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants to the Pledgee and the Secured Creditors that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B A hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B A hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C B hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D C hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D C hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E D hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E D hereto; (ix) the Instruments held by such Pledgor has complied with the respective procedure are set forth in Annex E hereto; (x) the reference to Section 3.2(a) hereof set forth with respect to each item of Collateral described in Annexes A through E heretohereto is the procedure followed by such Pledgor to perfect the security interest in such Collateral; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests, Partnership Interests or Partnership InterestsInstruments.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (ia) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number, is listed on Annex A hereto; (b) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iic) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock Stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiid) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ive) the Notes Pledge Debt Securities held by such Pledgor consist of the promissory notes Pledged Debt Securities described in Annex C D hereto where such Pledgor is listed as the lender; (vf) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vig) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viih) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixj) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto, in each case to the extent required by the respective procedure for such item of Collateral on the date hereof; and (xk) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership InterestsInterests that are required to be pledged hereunder.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B C hereto; (iiiiv) such Stock referenced in clause (iii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest referenced in clause (vi) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; (xi) the Excluded Equity Interests owned by such Pledgor on the date hereof are described in Annex H hereto; and (xxii) other than Excluded Equity Interests, on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of organization of such Pledgor, and the direct ownership thereofsuch Pledgor's organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of such Pledgor that is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of any Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation respective Subsidiary Guarantors as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests in any and all Subsidiary Guarantors held by such Pledgor consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person respective Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary Guarantors consist of the number and type of interests of the Persons respective Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities[Stock][Securities], Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C-1 hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C-1 hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the exact address of the chief executive office of such Pledgor is listed on Annex G hereto; (xi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary (other than Exempted Foreign Entities) of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) (other than Stock of Exempted Foreign Entities) held by such such- Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in Exhibit G clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest Equity Interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, hereof such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests (other than Stock of Exempted Foreign Entities).

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Distributor's Agreements held by such Pledgor consist of the agreements described in Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership InterestsInterests and is not a party to any other Distributor's Agreement.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) the exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any) of such Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (iiiii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (ivv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (vvi) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vivii) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viiiix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ixx) the exact address of the chief executive office of such Pledgor is listed on Annex G hereto; (xi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each The Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary the jurisdiction of such organization of the Pledgor, and the direct ownership thereofPledgor’s organizational identification number, is listed in on Annex A hereto; (ii) each Subsidiary of the Pledgor that owns interests in the Borrower is listed in Annex B hereto; (iii) the Stock held by such Pledgor (and any warrants or options to purchase Stock) consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iiiiv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (xxi) on the date hereof, such the Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership InterestsInterests of, in each case, the Borrower or any other Person owning equity interests in the Borrower.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the Pledgor has complied with the respective applicable procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests which are required to be pledged under Section 3.1 hereof.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (viv) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viiivii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (viii) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (ix) the Pledgor has complied with the respective respec-tive procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests that constitutes Collateral.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A heretoparagraph 10 of the Perfection Certificate; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B heretoparagraph 11 of the Perfection Certificate; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B heretoparagraph 11 of the Perfection Certificate; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto paragraph 12 of the Perfection Certificate where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D heretoparagraph 11 of the Perfection Certificate; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D heretoparagraph 11 of the Perfection Certificate; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E heretoparagraph 11 of the Perfection Certificate; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E heretoparagraph 11 of the Perfection Certificate; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E heretoparagraphs 11 and 12 of the Perfection Certificate; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such PledgorPledgor (other than De Minimis Subsidiaries and De Minimis Healthcare JVs), and the direct ownership thereof, is listed in Annex A heretohereto to the extent the ownership interest in such Subsidiary constitutes Collateral; (ii) the Stock (and any warrants or options to purchase Stock) that constitutes Collateral (except in the case of Equity Interests in a De Minimis Subsidiary or De Minimis Healthcare JVs) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes that constitute Collateral held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests that constitute Collateral (except in the case of Equity Interests in a De Minimis Subsidiary or De Minimis Healthcare JVs) held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests that constitute Collateral (except in the case of Equity Interests in a De Minimis Subsidiary or De Minimis Healthcare JVs) held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied or will comply with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A B through E hereto; and (x) on hereto within the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Intereststime periods required thereby.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D C hereto; (viv) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D C hereto; (viivi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E D hereto; (viiivii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E D hereto; (ixviii) the such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E D hereto; and (xix) on the date hereof, such Pledgor owns no other SecuritiesStock, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; , (ii) the Stock (and any warrants or options to purchase Stock) held directly by such Pledgor (other than Excluded Collateral) consists of the number and type of shares of the stock Stock (or warrants or options to purchase any Stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lenderlender to the extent such Notes are required to be delivered to the Pledgee pursuant to Section 3.02(a)(v) hereof; (v) the Limited Liability Company Interests held directly by such Pledgor (other than Excluded Collateral) consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held directly by such Pledgor (other than Excluded Collateral) consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership issued and outstanding equity interest of the Partnership issuing Person as set forth in Annex E F hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a3.02(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (x) except as set forth on the date hereofAnnexes C through F hereto, such Pledgor owns no does not directly hold any other Securities, Stock, Limited Liability Company Interests or Partnership InterestsInterests other than as set forth on Annex G that constitute Collateral hereunder.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof Effective Date: (i) each direct Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A B hereto; (ii) the Stock (and any warrants or options to purchase Stock) directly held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E F hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests other than as listed on the aforementioned Annexes.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof hereof: (i) each direct Subsidiary of such Pledgor, and the direct ownership thereofthereof and jurisdiction in which such Subsidiary was organized, is listed in Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex B hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest Equity Interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex F hereto; (x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A C through E F hereto; and (xxi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership InterestsInterests (other than any such Securities in the form of Cash Equivalents).