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) 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (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 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 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 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) 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests 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: (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 constituting GMSCII 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 GMSCII 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Borrower, Arlington or Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII the Borrower, Arlington or a any Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII the 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 GMSCII the 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 GMSCII the Borrower, Arlington or a any Vessel Subsidiary Guarantor Guarantors that consist of the number and type of interests of GMSCII or the respective Borrower, Arlington or Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII the Borrower, Arlington or a any 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 hereofthat: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification numbernumber (if any), is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is a Vessel Pledged Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel any Pledged 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries 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 Pledged Subsidiaries consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel Subsidiary Guarantor. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PLEDGOR AND THE PLEDGEE any Pledged Subsidiary; and (ON BEHALF OF THE SECURED CREDITORSx) 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 EFFECTeach Earnings Account held by such Pledgor is listed on Annex F hereto.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants to the Pledgee and the Secured Creditors that on the date hereof: hereof (i) the jurisdiction of organization each Subsidiary of such Pledgor, and such Pledgor’s organizational identification numberthe direct ownership thereof, is listed on in 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 C A hereto; (iviii) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C A hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex B 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 respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D C 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 respective Vessel Subsidiary Guarantor 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 B A through E heretohereto is the procedure followed by such Pledgor to perfect the security interest in such Collateral; and (xi) on the date hereof, such Pledgor owns no other StockSecurities, Limited Liability Company Interests, Partnership Interests or Partnership Interests 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 EFFECTInstruments.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (i) the jurisdiction of organization each direct Subsidiary of such Pledgor, the direct ownership thereof and jurisdiction in which such Pledgor’s organizational identification numberSubsidiary was organized, is listed on in 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 C B hereto; (iviii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors 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 heretohereto 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 respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person 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 respective Vessel Subsidiary Guarantor 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 B C through E F hereto; and (xi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests of, (other than any such Securities 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 EFFECTthe form of Cash Equivalents).

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereofthat: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification numbernumber (if any), is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is a Vessel Pledged Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel any Pledged 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries 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 Pledged Subsidiaries consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xix) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel Subsidiary Guarantor. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PLEDGOR AND THE PLEDGEE any Pledged Subsidiary; and (ON BEHALF OF THE SECURED CREDITORSxi) 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 EFFECTeach 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) the jurisdiction of organization each Subsidiary of such Pledgor, and such Pledgor’s organizational identification numberthe direct ownership thereof, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed in Annex B hereto; , (iiiii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel Subsidiary Guarantor 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 stockStock) of the corporations as described in Annex C hereto; (iviii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex D hereto where such Pledgor is listed as the lender 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 in any and all of GMSCII or a Vessel Subsidiary Guarantor held directly by such Pledgor (other than Excluded Collateral) consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D E hereto; (vii) the Partnership Interests held directly by such Pledgor in any and all of GMSCII or a Vessel Subsidiary Guarantor (other than Excluded Collateral) consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) such 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 B C through E F hereto; and (xix) 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 Interests 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 EFFECTother 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: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s 's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII 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 GMSCII 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 GMSCII or a Vessel Subsidiary Guarantor Guarantors consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) such 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel any 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: (i) the jurisdiction of organization each Subsidiary of such Pledgor, and such Pledgor’s organizational identification numberthe direct ownership thereof, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iiiii) 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 C hereto; (iviii) such Stock referenced in clause (ii) of this sentence constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (viv) 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 respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D hereto; (viivi) 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 the Persons described in Annex E hereto; (vii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the respective Vessel Subsidiary Guarantor described entire Partnership Interest of the relevant partnership as set forth in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion the exact address of the entire partnership interest chief executive office of the Partnership as set forth in such Pledgor is listed on Annex E F hereto; (ix) 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 B C through E heretohereto for such Pledgor; and (xix) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests ofInterests. 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 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 EFFECTall material respects as of the date furnished.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational or registration identification number, if applicable, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII 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 GMSCII 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 GMSCII or a Vessel Subsidiary Guarantor Guarantors consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel any 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 The Pledgor represents and warrants that on the date 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 such the Pledgor, the Pledgor's Location, the organizational identification number (if any) of the Pledgor, and such Pledgor’s organizational identification numberwhether or not the Pledgor is a Transmitting Utility, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor the Pledgor, and the direct ownership thereof, 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (v) the Notes held by the Pledgor consist of the promissory notes described in Annex D hereto where the Pledgor is listed as the lender; (vi) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor held by such the Pledgor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D E hereto; (viiviii) the Partnership Interests held by such the Pledgor in any and all of GMSCII or a Vessel Subsidiary Guarantor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) such 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 B through E F hereto; and (xi) on the date hereof, such the Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests 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 EFFECTInterests.

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, and such Pledgor’s Location, the organizational identification numbernumber (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 the Limited Liability Company Interests held by such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed consist of the number and type of interests of the Limited Liability Companies described in Annex B hereto; (iii) 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) the Corporate Stock (and any warrants or options to purchase Corporate 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 Corporation described in Annex C hereto; (ivv) such Corporate Stock constitutes that percentage of the issued and outstanding capital stock Equity Interest of GMSCII or the respective Vessel Subsidiary Guarantors issuing the Corporation as is set forth in Annex C hereto; (vvi) 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 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 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 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) 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 B through E and C hereto; and (xivii) on the date hereof, such Pledgor owns no other Stockstock, Corporate Stock or Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII that would otherwise constitute Collateral 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 EFFECTPledge 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) 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 's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor Pledgor, and the direct ownership thereof, 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 (exclusive of any Excluded 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor held by such Pledgor (exclusive of any Excluded Collateral) consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors Persons 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 respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in (exclusive of any and all of GMSCII or a Vessel Subsidiary Guarantor Excluded Collateral) consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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 B C through E hereto; and (xi) on the date hereof, 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 (xii) such Pledgor owns no other StockSecurities, Limited Liability Company Interests or Partnership Interests 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 EFFECTexclusive 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, and such Pledgor’s Location, the organizational identification numbernumber (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 the Limited Liability Company Interests and Limited Partnership Interests held by such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed consist of the number and type of interests of the Limited Liability Companies and the Limited Partnerships described in Annex B hereto; (iii) 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 of the issued and outstanding Equity Interest of the issuing Limited Partnership as set forth in Annex B hereto; (v) the Corporate Stock (and any warrants or options to purchase Corporate 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 Corporation described in Annex C hereto; (ivvi) such Corporate Stock constitutes that percentage of the issued and outstanding capital stock Equity Interest of GMSCII or the respective Vessel Subsidiary Guarantors issuing the Corporation as is set forth in Annex C hereto; (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 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 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 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) 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 B through E and C hereto; and (xiviii) on the date hereof, such Pledgor owns no other stock, Corporate Stock, Limited Liability Company Interests or Limited Partnership Interests 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 EFFECTthat would otherwise constitute Collateral.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (ia) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number, is listed on Annex A hereto; (iib) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor Pledgor, and the direct ownership thereof, is listed in Annex B hereto; (iiic) 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 Stock (or warrants or options to purchase any stock) of the corporations as described in Annex C hereto; (ivd) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (ve) the Pledge Debt Securities held by such Pledgor consist Pledged Debt Securities described in Annex D hereto where such Pledgor is listed as the lender; (f) 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 respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D E hereto; (viih) 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 respective Vessel Subsidiary Guarantor 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) such 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 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 (xik) on the date hereof, such Pledgor owns no other StockSecurities, Limited Liability Company Interests or Partnership Interests 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 EFFECTthat 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 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 constituting GMSCII or that is 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII 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 GMSCII 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 GMSCII or a Vessel Subsidiary Guarantor Guarantors consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel any 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: (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, and such Pledgor’s Location, the organizational identification numbernumber (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 constituting GMSCII or a Vessel Subsidiary Guarantor Pledgor, and the direct ownership thereof, 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors issuing corporation as is set forth in Annex C hereto; (v) the Notes held by such Pledgor consist of the promissory notes described in Annex D hereto where such Pledgor is listed as the lender; (vi) 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 respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors issuing Person as set forth in Annex D E hereto; (viiviii) 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 respective Vessel Subsidiary Guarantor 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 B through E F hereto; and (xi) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests 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 EFFECTInterests.

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, and such Pledgor’s Location, the organizational identification numbernumber (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 the Limited Liability Company Interests held by such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed consist of the number and type of interests of the Limited Liability Companies described in Annex B hereto; (iii) 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) the Corporate Stock (and any warrants or options to purchase Corporate 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 Corporation described in Annex C hereto; (ivv) such Corporate Stock constitutes that percentage of the issued and outstanding capital stock Equity Interest of GMSCII or the respective Vessel Subsidiary Guarantors issuing the Corporation as is set forth in Annex C hereto; (vvi) 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 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 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 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) 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 B through E and C hereto; and (xivii) on the date hereof, such Pledgor owns no other Stockstock, Corporate Stock or Limited Liability Company Interests or Partnership Interests 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 EFFECTthat would otherwise constitute Collateral.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s 's organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is 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 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII 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 GMSCII 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 GMSCII or a Vessel Subsidiary Guarantor Guarantors consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) such 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock[Stock][Securities], Limited Liability Company Interests or Partnership Interests 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 EFFECTInterests.

Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: hereof (i) the jurisdiction of organization each Subsidiary of such Pledgor, and such Pledgor’s organizational identification numberthe direct ownership thereof, is listed on in 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 and required to be pledged by such Pledgor hereunder 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 C B hereto; (iviii) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors 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 heretohereto 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 and required to be pledged by such Pledgor hereunder consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors Persons 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 respective Vessel Subsidiary Guarantors issuing Person 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 required to be pledged by such Pledgor hereunder consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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 has complied 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 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 B A through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests 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: (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 constituting GMSCII or that is a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Guarantors held by such Pledgor consist of the number and type of interests of GMSCII 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 GMSCII 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 GMSCII or a Vessel Subsidiary Guarantor Guarantors consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a any 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 hereofthat: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification numbernumber (if any), is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or that is a Vessel Pledged Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel any Pledged 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 C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors 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 GMSCII or the respective Vessel Subsidiary Guarantors Pledged Subsidiaries 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 Pledged Subsidiaries consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor 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) 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 B through E hereto; and (xix) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII any Pledged Subsidiary; and (xi) each Earnings Account held by such Pledgor is listed on Annex F hereto. 4. EARNINGS ACCOUNTS. (a) Each Pledgor listed on Annex F, has established Earnings Accounts for purposes of this Agreement and the other relevant Loan Documents, which Earnings Accounts are or shall be maintained with the Deposit Account Bank. (b) Annex F hereto accurately sets forth, as of the date of this Agreement, for each Pledgor listed on Annex F, each Earnings Account maintained by such Pledgor (including a Vessel Subsidiary Guarantordescription thereof and the respective account number), the name of the bank with which such Deposit Account is maintained (the “Deposit Account Bank”), and the jurisdiction of the Deposit Account Bank. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT​ ​ ​ (c) Subject to Section 5.14 of the Credit Agreement, EACH PLEDGOR AND THE PLEDGEE for each Earnings Account, each Pledgor listed on Annex F shall cause the Deposit Account Bank, simultaneously herewith, to enter into, a “control agreement” in substantially the form attached hereto as Annex H and reasonably acceptable to 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 AGREEMENTeach, a “Control Agreement”), which establishes the Pledgee’s, as agent for the Secured Parties, “control” in accordance with the UCC of each of the respective Earnings Accounts; (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 LIENprovided, FULLY JUNIORthat the Pledgee shall not send a notice of sole control or similar notice unless an Event of Default has occurred and is continuing, 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 EFFECTwith respect to which the Pledgee is permitted to exercise remedies pursuant to the Credit Agreement.