Common use of Covenants, Representations and Warranties Clause in Contracts

Covenants, Representations and Warranties. 5.1 The GRANTOR covenants, represents and warrants that as of the date of this agreement and at all times during which this agreement is in effect: 5.1.1 the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office of the CREDITOR indicated on the signature page of this agreement, or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefrom.

Covenants, Representations and Warranties. 5.1 (a) The GRANTOR covenants, Securities Intermediary hereby agrees that all property delivered to the Securities Intermediary with respect to the pledge and security intended hereby will be held in or credited to the Account. All parties agree that all property held by the Securities Intermediary in the Account will be treated as “financial assets” under Article 8 of the Uniform Commercial Code. The Securities Intermediary hereby represents and warrants to the Bank that as (i) it is a “securities intermediary” within the meaning of Article 8 of the date Uniform Commercial Code, (ii) the Account has been established in the name of this agreement the Pledgor as recited above and at all times during which this agreement is bears account number 80366, (iii) except for the claims and interest of the Bank and the Pledgor in effect:the Account, the Securities Intermediary does not know of any claim to or interest in the Account. 5.1.1 (b) The Securities Intermediary will comply with “entitlement orders” (as defined under Article 8 of the GRANTOR will Uniform Commercial Code) originated by the Bank concerning the Account without consent by the Pledgor, including without limitation any order by the Bank to pay over to the CREDITOR Bank the INDEBTEDNESS entire cash balance and any other financial assets in the Account or any order from the Bank prohibiting the Securities Intermediary from complying with any further orders from the Pledgor. The Securities Intermediary shall neither accept nor comply with any entitlement order from the Pledgor withdrawing any financial assets from the Account, nor deliver any such financial assets to the Pledgor, nor pay any free credit balance or other amount owing from the Securities Intermediary to the Pledgor with respect to the Account without the necessity of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office specific prior written consent of the CREDITOR indicated on Bank. Furthermore, the signature page of this agreement, or at such other place as may from time Securities Intermediary agrees to time be designated note the Bank’s perfected first priority security interests in writing the Account in its books and records. (c) The Securities Intermediary hereby acknowledges the perfected first priority security interests granted to the Bank by the CREDITOR; 5.1.2 Pledgor in the GRANTOR will pay Account and any financial asset carried in the Account. The Securities Intermediary hereby waives and releases all reasonable fees liens, encumbrances, claims and expenses, legal rights of setoff it may have or hereafter acquire against the Account or any financial asset carried in the Account or any free credit balance in the Account and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and agrees that it will not be removed assert any lien, encumbrance, claim or disposed of without right against the Account or any financial asset carried in the Account or any credit balance in the Account. Without the prior written consent of the CREDITORBank, except for dispositions of INVENTORY in the ordinary course of Securities Intermediary will not execute and deliver, or otherwise become bound by, any agreement (i.e., a control agreement) under which the GRANTOR's business;Securities Intermediary agrees with any third party that the Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party. 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration (d) The Securities Intermediary will send copies of all persons employed by statements and confirmations concerning the GRANTOR Account to the Pledgor and the Bank at their respective addresses set forth in Section 7.5 of this Agreement no later than five (5) Business Days after the end of each calendar month. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Bank and the Pledgor thereof in writing. In addition, the Securities Intermediary shall provide to the Bank Internet or other on-line access to the Account and such assistance as the Bank may reasonably request in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances;access. 5.1.7 the GRANTOR (e) The Securities Intermediary will at all times do or cause to maintain the Account at its offices in the State of Maryland. (f) All items of income, gain, expense and loss recognized in the Account shall be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject reported to the consent of certain landlords Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromPledgor.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsPledgor and each Debtor covenant, represents represent and warrants warrant that as unless compliance is waived by the Administrative Agent in writing: (a) Pledgor is the legal and beneficial owner of all the Collateral free and clear of any and all liens, encumbrances, or interests of any third parties other than the Second Priority Lien of the date Administrative Agent and the first priority security interest of this agreement the First Lien Administrative Agent, and at will keep the Collateral free of all times during which this agreement liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary, except the Second Priority Lien of the Administrative Agent and the first priority security interest of the First Lien Administrative Agent. Pledgor is in effect: 5.1.1 the GRANTOR will pay (i) Chief Executive Officer of PMG, (ii) Vice President of PMG’s affiliate, Holdings, and (iii) Vice President and Chief Medical Officer of Holdings’ subsidiary, PMS. Pledgor holds title to the CREDITOR Collateral as an individual and such Collateral is subject to assignable option agreements that allow PMS and PMG, as applicable, to acquire the INDEBTEDNESS without Collateral or designate a successor physician as the necessity record holder of demand such Collateral at any time (collectively, as each may be amended, the “Option Agreement”). (b) Pledgor and when it becomes due and payable or on demand, if payable on a demand basiseach Debtor shall, at PMG’s expense, take all actions necessary or advisable from time to time to maintain the office Second Priority Lien and perfection thereof of the CREDITOR indicated Administrative Agent in the Collateral and shall not take any actions that would alter, impair or eliminate said priority or perfection. (c) Pledgor and each Debtor agree to cause PMG, and PMG agrees, to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, the Administrative Agent at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. (d) If any of the Collateral is margin stock as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States (“FRB”), Pledgor will provide the Administrative Agent a properly executed Form U-1 Purpose Statement. The Administrative Agent and Pledgor will comply with the requirements and restrictions imposed by Regulation U. (e) Pledgor’s exact legal name is correctly set forth on the signature page of this agreement, or at such other place as may from time to time be designated hereof. Pledgor will notify the Administrative Agent in writing by at least 30 days prior to any change in Pledgor’s name or identity. (f) Pledgor resides and has for the CREDITOR; 5.1.2 four month period preceding the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or date hereof resided in the state specified on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR signature page hereof. Pledgor shall give the CREDITOR's officers, employees and agents reasonable access thereto for Administrative Agent at least thirty (30) days notice before changing the purpose location of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromhis residence.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsPledgor and each Debtor covenant, represents represent and warrants warrant that as unless compliance is waived by the Administrative Agent in writing: (a) Pledgor is the legal and beneficial owner of all the Collateral free and clear of any and all liens, encumbrances, or interests of any third parties other than the first priority security interest of the date Administrative Agent and the Second Priority Lien (as defined in the Second Lien Credit Agreement) of this agreement the Second Lien Administrative Agent, and at will keep the Collateral free of all times during which this agreement liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary, except the first priority security interest of the Administrative Agent and the Second Priority Lien of the Second Lien Administrative Agent. Pledgor is in effect: 5.1.1 the GRANTOR will pay (i) Chief Executive Officer of PMG, (ii) Vice President of PMG’s affiliate, Holdings, and (iii) Vice President and Chief Medical Officer of Holdings’ subsidiary, PMS. Pledgor holds title to the CREDITOR Collateral as an individual and such Collateral is subject to assignable option agreements that allow PMS and PMG, as applicable, to acquire the INDEBTEDNESS without Collateral or designate a successor physician as the necessity record holder of demand such Collateral at any time (collectively, as each may be amended, the “Option Agreement”). (b) Pledgor and when it becomes due and payable or on demand, if payable on a demand basiseach Debtor shall, at PMG’s expense, take all actions necessary or advisable from time to time to maintain the office first priority and perfection of the CREDITOR indicated security interest of the Administrative Agent in the Collateral and shall not take any actions that would alter, impair or eliminate said priority or perfection. (c) Pledgor and each Debtor agree to cause PMG, and PMG agrees, to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, the Administrative Agent at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. (d) If any of the Collateral is margin stock as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States (“FRB”), Pledgor will provide the Administrative Agent a properly executed Form U-1 Purpose Statement. The Administrative Agent and Pledgor will comply with the requirements and restrictions imposed by Regulation U. (e) Pledgor’s exact legal name is correctly set forth on the signature page of this agreement, or at such other place as may from time to time be designated hereof. Pledgor will notify the Administrative Agent in writing by at least 30 days prior to any change in Pledgor’s name or identity. (f) Pledgor resides and has for the CREDITOR; 5.1.2 four month period preceding the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or date hereof resided in the state specified on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR signature page hereof. Pledgor shall give the CREDITOR's officers, employees and agents reasonable access thereto for Administrative Agent at least thirty (30) days notice before changing the purpose location of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromhis residence.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsSECTION 7.01. Representations and Warranties of Ashland and New Ashland Inc. Ashland and New Ashland Inc., represents jointly and warrants that severally, represent and warrant to Marathon that, as of the date of this agreement Agreement and at all times during which this agreement is in effectas of the Closing Date as though made on the Closing Date: 5.1.1 (a) It knows of no fact that could reasonably be expected to cause any representation, warranty or other statement contained in the GRANTOR Tax Ruling Request, the Tax Ruling, a Tax Certificate or the Tax Opinion to be incorrect (including by omission of a material fact). (b) No member of the New Ashland Inc. Group has any current plan or intention to take any action, or fail to take any action, that would be inconsistent with any representation, warranty or other statement made by, or that relates primarily to, any member of the New Ashland Inc. Group and is contained in the Tax Ruling Request, the Tax Ruling, a Tax Certificate or the Tax Opinion. (c) New Ashland Inc. will pay use its reasonable best efforts, with the assistance and participation of Marathon, to have at least $25 million dollars on deposit, decreased for any amounts applied against Taxes for Pre-Closing Tax Periods (other than Federal Income Taxes shown as owing on any Tax Returns for the Ashland Affiliated Group's 2003, 2004 and 2005 fiscal years), with the IRS with respect to liabilities for Taxes for Pre-Closing Tax Periods (including interest on such amounts). This amount shall be used (to the CREDITOR the INDEBTEDNESS without the necessity of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office of the CREDITOR indicated on the signature page of this agreement, or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto extent necessary) for the purpose payment or settlement of inspection; 5.1.4 the GRANTOR has such Taxes and will have good interest and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will shall not be removed or disposed withdrawn prior to a Final Determination with respect to such Taxes and interest. Any portion of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure deposit that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be not used for the operation payment or settlement of Taxes for such enterprise;periods (including interest on such amounts) shall be paid to New Ashland Inc. 5.1.11 none (d) Following the Transactions, New Ashland Inc. intends to continue the active conduct of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by Valvoline, independently and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its separate officers, employees directors, and authorized representatives free employees, and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromNew Ashland Inc. does not plan any substantial reduction in business activity of Valvoline.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsPledgor and each Debtor covenant, represents represent and warrants warrant that as unless compliance is waived by the Administrative Agent in writing: (a) Pledgor is the legal and beneficial owner of all the Collateral free and clear of any and all liens, encumbrances, or interests of any third parties other than the Second Priority Lien of the date Administrative Agent and the first priority security interest of this agreement the First Lien Administrative Agent, and at will keep the Collateral free of all times during which this agreement liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary, except the Second Priority Lien of the Administrative Agent and the first priority security interest of the First Lien Administrative Agent. Pledgor is in effect: 5.1.1 the GRANTOR will pay Chief Executive Officer of PMG, its affiliate, Holdings, and Holdings’ subsidiary PMS. Pledgor holds title to the CREDITOR Collateral as an individual and such Collateral is subject to assignable option agreements that allow PMS and PMG, as applicable, to acquire the INDEBTEDNESS without Collateral or designate a successor physician as the necessity record holder of demand such Collateral at any time (collectively, as each may be amended, the “Option Agreement”). (b) Pledgor and when it becomes due and payable or on demand, if payable on a demand basiseach Debtor shall, at PMG’s expense, take all actions necessary or advisable from time to time to maintain the office Second Priority Lien and perfection thereof of the CREDITOR indicated Administrative Agent in the Collateral and shall not take any actions that would alter, impair or eliminate said priority or perfection. (c) Pledgor and each Debtor agree to cause PMG, and PMG agrees, to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, the Administrative Agent at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. (d) If any of the Collateral is margin stock as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States (“FRB”), Pledgor will provide the Administrative Agent a properly executed Form U-1 Purpose Statement. The Administrative Agent and Pledgor will comply with the requirements and restrictions imposed by Regulation U. (e) Pledgor’s exact legal name is correctly set forth on the signature page of this agreement, or at such other place as may from time to time be designated hereof. Pledgor will notify the Administrative Agent in writing by at least 30 days prior to any change in Pledgor’s name or identity. (f) Pledgor resides and has for the CREDITOR; 5.1.2 four month period preceding the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or date hereof resided in the state specified on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR signature page hereof. Pledgor shall give the CREDITOR's officers, employees and agents reasonable access thereto for Administrative Agent at least thirty (30) days notice before changing the purpose location of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromhis residence.

Covenants, Representations and Warranties. 5.1 The GRANTOR Pledgor hereby covenants, represents and warrants that that: a. The names of all members of Issuer, and their respective percentage membership interests, are as set forth on Exhibit A attached hereto and made a part hereof. b. Pledgor has title to and is the sole legal and beneficial owner of the date Collateral free of this agreement and at all times during which this agreement is in effect: 5.1.1 any liens, security interests, claims or other encumbrances of any kind limiting the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office transferability of the CREDITOR indicated on the signature page of this agreementCollateral, or at such other place except as may from time to time be designated in writing by the CREDITOR;granted herein. 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf c. The Collateral represents one hundred percent (100%) of the CREDITOR aggregate outstanding membership interests in respect of this agreement and all amendments thereto and renewals and discharges thereofIssuer. Pledgor agrees that it will not transfer, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costsconvey, disbursements and expenses in connection with the enforcement sell, encumber, pledge, hypothecate or otherwise dispose of any of its interest in the CREDITOR's rights hereunder and in connection with Collateral without the recovery or conservation prior consent of Lender. d. The pledge of Collateral pursuant to this Agreement is duly authorized under the terms of all agreements limiting the transferability of the CHARGED PROPERTYCollateral and all necessary consents, which costsif any, disbursements to the transfer of the Collateral pursuant to this Agreement have been obtained. Without limiting the foregoing, Pledgor specifically represents and expenses includewarrants that the security interest granted hereby is authorized under the terms of, and fully satisfies the requirements of, any restriction on the assignment of financial or governance rights in Issuer arising under the laws of Minnesota (including without limitation the Minnesota Limited Liability Company Act), the articles of organization or operating agreement of Issuer, any resolution adopted by the members or governors of Issuer, any written action by members or governors of Issuer, or among them and Issuer or otherwise. e. To the extent the Pledged Membership Interest is now or at any time hereafter certificated, Pledgor shall execute and deliver to Lender such in-blank assignments separate from certificate covering the Pledged Membership Interest in the form attached hereto as Exhibit B; and f. At any time or times hereafter, Pledgor authorizes Lender to file such financing statements and agrees to execute such other instruments and perform such acts as Lender may request to establish and maintain in Lender a valid, perfected security interest in the Collateral including, without limitation, the following: 0.0.0.1 delivering all reasonable costs and expenses of maintenanceadditional certificates, operationwith appropriate endorsement or assignment in-blank to Lender. Pledgor hereby agrees that Lender may, administrationat Lender’s option, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of hold any of the CHARGED PROPERTY;Collateral in the name of Lender or otherwise indicate on any instrument or certificate representing the Collateral that Lender has been granted a security interest therein. 5.1.3 g. If, at any time while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate, option or rights, whether as an addition to, in substitution of, or in exchange for any Collateral or otherwise, Pledgor agrees to accept the GRANTOR will maintain same as Lender’s agent to hold the CHARGED PROPERTY same in good repair trust for Lender and prevent any use thereof which might diminish to deliver the value thereof or same forthwith to Lender in the CREDITOR's hypothec thereonexact form received, and from time with the appropriate endorsement of Pledgor, to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto be held by Lender as additional Collateral for the purpose of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITORSecured Obligations, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent terms hereof. h. All sums of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution money and delivery of this agreement, nor the granting of the hypothecs property paid or distributed in respect of the CHARGED PROPERTYCollateral, constitutes other than distributions made pursuant to the articles of organization or will constitute a violation or breach operating agreement of Issuer and permitted under the terms of the documents Credit Agreement (“Permitted Distributions”), shall be paid directly to Lender for application against the Secured Obligations in any manner Lender may determine; provided, however, unless and until an Event of incorporation or Default (as defined in the by-laws Credit Agreement) has occurred, Pledgor may receive any Permitted Distributions on account of the GRANTOR Pledged Membership Interest. To the extent such payments are paid to Lender, Pledgor agrees that the obligor thereunder shall have no further liability to Pledgor for the same. i. Pledgor will pay, when due, all taxes and other governmental charges levied or assessed upon or against any Collateral. Lender at its option may pay and discharge any taxes, governmental charges, liens, or encumbrances on the Collateral which sums so advanced or paid by Lender shall be paid by Pledgor on demand with interest at the highest rate permitted by applicable law and shall become part of the Secured Obligations. j. If Pledgor receives any provision payment or property from the Collateral in violation of the terms of this Agreement, Pledgor will hold such payment or property in trust for Lender and forthwith pay over or deliver the same to Lender in the form received with appropriate endorsement or assignment in-blank to be applied in accordance with the terms hereof. k. Unless and until an Event of Default has occurred, Pledgor may exercise all governance rights relating to the Pledged Membership Interest. l. Upon the occurrence of an Event of Default, Pledgor agrees, upon Lender’s request, to cooperate with Lender by doing all things necessary to enable Lender to liquidate the Collateral in compliance with all applicable laws and regulations. Pledgor understands and agrees that upon the occurrence of an Event of Default, Lender has the right to liquidate the Collateral, either at or prior to the maturity thereof, at the sole option of Lender, and apply the proceeds to reduce the Secured Obligations. m. Pledgor is not required to obtain any contract consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation agency or any other transformation of any individual or entity in connection with or as a condition to the execution, delivery or performance hereof. n. Issuer has not elected to have the Pledged Membership Interest treated as securities governed by Article 8 of the SECURITIES; 5.1.15 Uniform Commercial Code as presently enacted in the GRANTOR will operate State of Minnesota (the “Minnesota UCC”) in its business articles of organization, operating agreement or any other document, and maintain the CHARGED PROPERTY and all other property owned from time to time by it Pledged Membership Interest does not constitute “investment property”, as defined in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any Article 9 of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromMinnesota UCC.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsPledgor and each Debtor covenant, represents represent and warrants warrant that as unless compliance is waived by the Administrative Agent in writing: (a) Pledgor is the legal and beneficial owner of all the Collateral free and clear of any and all liens, encumbrances, or interests of any third parties other than the first priority security interest of the date Administrative Agent and the Second Priority Lien (as defined in the Second Lien Credit Agreement) of this agreement the Second Lien Administrative Agent, and at will keep the Collateral free of all times during which this agreement liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary, except the first priority security interest of the Administrative Agent and the Second Priority Lien of the Second Lien Administrative Agent. Pledgor is in effect: 5.1.1 the GRANTOR will pay Chief Executive Officer of PMG, its affiliate, Holdings, and Holdings’ subsidiary PMS. Pledgor holds title to the CREDITOR Collateral as an individual and such Collateral is subject to assignable option agreements that allow PMS and PMG, as applicable, to acquire the INDEBTEDNESS without Collateral or designate a successor physician as the necessity record holder of demand such Collateral at any time (collectively, as each may be amended, the “Option Agreement”). (b) Pledgor and when it becomes due and payable or on demand, if payable on a demand basiseach Debtor shall, at PMG’s expense, take all actions necessary or advisable from time to time to maintain the office first priority and perfection of the CREDITOR indicated security interest of the Administrative Agent in the Collateral and shall not take any actions that would alter, impair or eliminate said priority or perfection. (c) Pledgor and each Debtor agree to cause PMG, and PMG agrees, to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, the Administrative Agent at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. (d) If any of the Collateral is margin stock as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States (“FRB”), Pledgor will provide the Administrative Agent a properly executed Form U-1 Purpose Statement. The Administrative Agent and Pledgor will comply with the requirements and restrictions imposed by Regulation U. (e) Pledgor’s exact legal name is correctly set forth on the signature page of this agreement, or at such other place as may from time to time be designated hereof. Pledgor will notify the Administrative Agent in writing by at least 30 days prior to any change in Pledgor’s name or identity. (f) Pledgor resides and has for the CREDITOR; 5.1.2 four month period preceding the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or date hereof resided in the state specified on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR signature page hereof. Pledgor shall give the CREDITOR's officers, employees and agents reasonable access thereto for Administrative Agent at least thirty (30) days notice before changing the purpose location of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromhis residence.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsSubject to the terms of the Credit Agreement, each Pledgor hereby covenants and agrees with, and represents and warrants that to, the Agent and the Secured Creditors as follows: (a) The certificates for all shares of stock, equity interests and other securities owned by each Pledgor (other than securities evidencing an ownership interest in any entity whose total assets are less than or equal to $5,000,000) in each case to the extent certificated now or at any time constituting the Pledged Securities shall be delivered to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto. The Agent may at any time after the occurrence of an Event of Default and during the continuance thereof cause to be transferred into its name or the name of its nominee or nominees any and all of the date of this agreement and Pledged Securities hereunder. The Agent shall at all times during which this agreement have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations. (b) Each Pledgor is in effect: 5.1.1 and will be the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity sole and lawful legal and beneficial owner of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office all of the CREDITOR indicated on the signature page of this agreementPledged Securities deposited by such Pledgor hereunder. Each Pledgor agrees not to sell, assign, pledge or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement otherwise dispose of any of such Pledgor’s Pledged Securities or any interest therein except for the CREDITOR's rights security interest granted to the Agent hereunder and in connection with the recovery or conservation liens permitted by Sections 4.1 and 7.11 of the CHARGED PROPERTY, which costs, disbursements Credit Agreement and expenses includeexcept for the sale or other disposition of Pledged Securities permitted by the Credit Agreement (including, without limitation, the following: 0.0.0.1 all reasonable costs Sections 7.14 and expenses of maintenance, operation, administration, conservation and/or collection 7.15 of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person Credit Agreement). In the case of such permitted sale, disposition or firm engageddissolution, employed or consulted by or on behalf of the CREDITOR who acts in connection with Agent shall release the maintenance, operation, administration, conservation and/or collection of any of lien upon such Pledged Securities and deliver such Pledged Securities to the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has relevant Pledgor. The Pledged Securities are and will have good and marketable title to the CHARGED PROPERTY be free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 security interests, Liens, rights, claims, attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the CHARGED PROPERTY is pledge to the Agent hereunder and for other Liens permitted by the Credit Agreement, and each Pledgor will be kept only warrant and defend all Pledged Securities which such Pledgor has deposited with the Agent against any claims and demands of all other persons at any time claiming the locations indicated in Schedule "B" hereto same or any interest therein adverse to the Agent and will not be removed the Secured Creditors. Each Pledgor has the right to vote the Pledged Securities (except as set forth herein) and there are no restrictions upon the voting rights associated with, or disposed of without the prior written consent transfer of, any of the CREDITORPledged Securities, except as provided by any law applicable to the sale of securities generally or the terms and provisions of this Agreement. (c) The Pledged Securities have been validly issued and are fully paid and non-assessable (except for dispositions the provisions of INVENTORY Section 630 of the Business Corporation Law of the State of New York as to New York corporations). There are no outstanding commitments or other obligations of the issuers of the Pledged Securities to issue, and no options, warrants or other rights of any individual or entity to acquire, any share of any class or series of capital stock or other equity interests of such issuers. Except otherwise indicated on Schedule A, the Pledged Securities listed and described on Schedule A attached hereto constitute all of the issued and outstanding capital stock or other equity interests of every series and class of each issuer thereof. Each Pledgor further agrees that in the ordinary course event any such issuer shall issue any additional capital stock of the GRANTOR's business; 5.1.6 the GRANTOR willany series or class, at all timeseach Pledgor will forthwith pledge and deposit hereunder, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done pledged and deposited hereunder, all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business;such additional shares of such capital stock. 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or (d) On failure of any provision of any contract or other instrument Pledgor to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of perform any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions agreements and covenants relating to any financing arrangement or agreement entered into with herein contained, the CREDITOR; 5.1.14 Agent may perform the GRANTOR will immediately notify same and in so doing may expend such sums as the CREDITOR Agent may deem advisable in the event that any shares or other securities are received by or issued to it on performance thereof, including without limitation the purchase, redemption, conversion or cancellation or any other transformation payment of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business taxes, liens and maintain the CHARGED PROPERTY encumbrances, expenditures made in defending against any adverse claim or demand and all other property owned expenditures which the Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be due and payable, immediately without notice or demand, shall constitute additional Obligations hereby secured together with interest thereon at the rate per annum (computed on the basis of a year of 360 days) determined by adding 2% to the interest rate otherwise applicable to Domestic Rate Loans from time to time in effect (such rate per annum as so determined being hereinafter referred to as the “Reimbursement Rate”). No such performance of any covenant or agreement by it the Agent on behalf of such Pledgor, and no such advancement or expenditure therefor, shall relieve such Pledgor of any default under the terms of this Agreement or in compliance any way obligate the Agent or any Secured Creditor to take any further or future action with respect thereto. The Agent is authorized to charge any depository account of any Pledgor maintained with the requirements Agent for the amount of applicable environmental laws such sums and will not bring thereon or use any air contaminantamounts so expended. (e) Each Pledgor represents that this Agreement, pollutant, toxic substances or hazardous waste except in strict compliance together with all environmental laws. The GRANTOR will promptly forward its delivery to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any Agent of the CHARGED PROPERTY in favour of any other party without certificates evidencing the prior written consent Pledged Securities and stock powers therefor, creates a valid security interest securing payment and performance of the CREDITOR, which consent will be subject Obligations and that no other action is necessary to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in perfect such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time security interest. Each Pledgor agrees to time prepare execute and deliver to the CREDITOR Agent such further agreements and assignments or other instruments and to do all deeds, documents, vouchers, promissory notes, bills such other things as the Agent may deem reasonably necessary or appropriate to assure the Agent of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any such Pledgor’s pledge of the CLAIMS;Pledged Securities hereunder. 5.1.18 the GRANTOR will keep proper books of account (f) If, as and when any Pledgor delivers any securities for pledge hereunder in accordance with sound accounting practice and will furnish addition to the CREDITOR such financial and other information, statements and reports relating to the GRANTORthose listed on Schedule A hereto, the enterprise carried on by it Pledgors shall furnish the Agent a duly completed and executed amendment to such Schedule in substantially the CHARGED PROPERTY as form (with appropriate insertions) of Schedule B hereto reflecting the CREDITOR may from time securities pledged hereunder after giving effect to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromsuch addition.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsSubject to the terms of the Credit Agreement, each Pledgor hereby covenants and agrees with, and represents and warrants that to, the Agent and the Secured Creditors as follows: (a) The certificates for all shares of stock, equity interests and other securities owned by each Pledgor (other than securities evidencing an ownership interest in any entity whose total assets are less than or equal to $5,000,000) in each case to the extent certificated now or at any time constituting the Pledged Securities shall be delivered to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto. The Agent may at any time after the occurrence of an Event of Default and during the continuance thereof cause to be transferred into its name or the name of its nominee or nominees any and all of the date of this agreement and Pledged Securities hereunder. The Agent shall at all times during which this agreement have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations. (b) Each Pledgor is in effect: 5.1.1 and will be the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity sole and lawful legal and beneficial owner of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office all of the CREDITOR indicated on the signature page of this agreementPledged Securities deposited by such Pledgor hereunder. Each Pledgor agrees not to sell, assign, pledge or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement otherwise dispose of any of such Pledgor’s Pledged Securities or any interest therein except for the CREDITOR's rights security interest granted to the Agent hereunder and in connection with the recovery or conservation liens permitted by Sections 4.1 and 7.11 of the CHARGED PROPERTY, which costs, disbursements Credit Agreement and expenses includeexcept for the sale or other disposition of Pledged Securities permitted by the Credit Agreement (including, without limitation, the following: 0.0.0.1 all reasonable costs Sections 7.14 and expenses of maintenance, operation, administration, conservation and/or collection 7.15 of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person Credit Agreement). In the case of such permitted sale, disposition or firm engageddissolution, employed or consulted by or on behalf of the CREDITOR who acts in connection with Agent shall release the maintenance, operation, administration, conservation and/or collection of any of lien upon such Pledged Securities and deliver such Pledged Securities to the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has relevant Pledgor. The Pledged Securities are and will have good and marketable title to the CHARGED PROPERTY be free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 security interests, Liens, rights, claims, attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the CHARGED PROPERTY is pledge to the Agent hereunder and for other Liens permitted by the Credit Agreement, and each Pledgor will be kept only warrant and defend all Pledged Securities which such Pledgor has deposited with the Agent against any claims and demands of all other persons at any time claiming the locations indicated in Schedule "B" hereto same or any interest therein adverse to the Agent and will not be removed the Secured Creditors. Each Pledgor has the right to vote the Pledged Securities (except as set forth herein) and there are no restrictions upon the voting rights associated with, or disposed of without the prior written consent transfer of, any of the CREDITORPledged Securities, except as provided by any law applicable to the sale of securities generally or the terms and provisions of this Agreement. (c) The Pledged Securities have been validly issued and are fully paid and non-assessable (except for dispositions the provisions of INVENTORY Section 630 of the Business Corporation Law of the State of New York as to New York corporations). There are no outstanding commitments or other obligations of the issuers of the Pledged Securities to issue, and no options, warrants or other rights of any individual or entity to acquire, any share of any class or series of capital stock or other equity interests of such issuers. Except otherwise indicated on Schedule A, the Pledged Securities listed and described on Schedule A attached hereto constitute all of the issued and outstanding capital stock or other equity interests of every series and class of each issuer thereof. Each Pledgor further agrees that in the ordinary course event any such issuer shall issue any additional capital stock of the GRANTOR's business; 5.1.6 the GRANTOR willany series or class, at all timeseach Pledgor will forthwith pledge and deposit hereunder, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done pledged and deposited hereunder, all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business;such additional shares of such capital stock. 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or (d) On failure of any provision of any contract or other instrument Pledgor to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of perform any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions agreements and covenants relating to any financing arrangement or agreement entered into with herein contained, the CREDITOR; 5.1.14 Agent may perform the GRANTOR will immediately notify same and in so doing may expend such sums as the CREDITOR Agent may deem advisable in the event that any shares or other securities are received by or issued to it on performance thereof, including without limitation the purchase, redemption, conversion or cancellation or any other transformation payment of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business taxes, liens and maintain the CHARGED PROPERTY encumbrances, expenditures made in defending against any adverse claim or demand and all other property owned expenditures which the Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be due and payable, immediately without notice or demand, shall constitute additional Obligations hereby secured together with interest thereon at the rate per annum (computed on the basis of a year of 360 days) determined by adding 2% to the interest rate otherwise applicable to Domestic Rate Loans under the Revolving Facility from time to time in effect (such rate per annum as so determined being hereinafter referred to as the “Reimbursement Rate”). No such performance of any covenant or agreement by it the Agent on behalf of such Pledgor, and no such advancement or expenditure therefor, shall relieve such Pledgor of any default under the terms of this Agreement or in compliance any way obligate the Agent or any Secured Creditor to take any further or future action with respect thereto. The Agent is authorized to charge any depository account of any Pledgor maintained with the requirements Agent for the amount of applicable environmental laws such sums and will not bring thereon or use any air contaminantamounts so expended. (e) Each Pledgor represents that this Agreement, pollutant, toxic substances or hazardous waste except in strict compliance together with all environmental laws. The GRANTOR will promptly forward its delivery to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any Agent of the CHARGED PROPERTY in favour of any other party without certificates evidencing the prior written consent Pledged Securities and stock powers therefor, creates a valid security interest securing payment and performance of the CREDITOR, which consent will be subject Obligations and that no other action is necessary to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in perfect such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time security interest. Each Pledgor agrees to time prepare execute and deliver to the CREDITOR Agent such further agreements and assignments or other instruments and to do all deeds, documents, vouchers, promissory notes, bills such other things as the Agent may deem reasonably necessary or appropriate to assure the Agent of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any such Pledgor’s pledge of the CLAIMS;Pledged Securities hereunder. 5.1.18 the GRANTOR will keep proper books of account (f) If, as and when any Pledgor delivers any securities for pledge hereunder in accordance with sound accounting practice and will furnish addition to the CREDITOR such financial and other information, statements and reports relating to the GRANTORthose listed on Schedule A hereto, the enterprise carried on by it Pledgors shall furnish the Agent a duly completed and executed amendment to such Schedule in substantially the CHARGED PROPERTY as form (with appropriate insertions) of Schedule B hereto reflecting the CREDITOR may from time securities pledged hereunder after giving effect to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromsuch addition.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsSubject to the terms of the Credit Agreement, each Pledgor hereby covenants and agrees with, and represents and warrants that to, the Agent and the Secured Creditors as follows: (a) The certificates for all shares of stock, equity interests and other securities owned by each Pledgor (other than securities evidencing an ownership interest in any entity whose total assets are less than or equal to $5,000,000) in each case to the extent certificated now or at any time constituting the Pledged Securities shall be delivered to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto. The Agent may at any time after the occurrence of an Event of Default and during the continuance thereof cause to be transferred into its name or the name of its nominee or nominees any and all of the date of this agreement and Pledged Securities hereunder. The Agent shall at all times during which this agreement have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations. (b) Each Pledgor is in effect: 5.1.1 and will be the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity sole and lawful legal and beneficial owner of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office all of the CREDITOR indicated on the signature page of this agreementPledged Securities deposited by such Pledgor hereunder. Each Pledgor agrees not to sell, assign, pledge or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement otherwise dispose of any of such Pledgor’s Pledged Securities or any interest therein except for the CREDITOR's rights security interest granted to the Agent hereunder and in connection with the recovery or conservation liens permitted by Sections 4.1 and 7.11 of the CHARGED PROPERTY, which costs, disbursements Credit Agreement and expenses includeexcept for the sale or other disposition of Pledged Securities permitted by the Credit Agreement (including, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection Sections 7.13 of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person Credit Agreement). In the case of such permitted sale, disposition or firm engageddissolution, employed or consulted by or on behalf of the CREDITOR who acts in connection with Agent shall release the maintenance, operation, administration, conservation and/or collection of any of lien upon such Pledged Securities and deliver such Pledged Securities to the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has relevant Pledgor. The Pledged Securities are and will have good and marketable title to the CHARGED PROPERTY be free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 security interests, Liens, rights, claims, attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the CHARGED PROPERTY is pledge to the Agent hereunder and for other Liens permitted by the Credit Agreement, and each Pledgor will be kept only warrant and defend all Pledged Securities which such Pledgor has deposited with the Agent against any claims and demands of all other persons at any time claiming the locations indicated in Schedule "B" hereto same or any interest therein adverse to the Agent and will not be removed the Secured Creditors. Each Pledgor has the right to vote the Pledged Securities (except as set forth herein) and there are no restrictions upon the voting rights associated with, or disposed of without the prior written consent transfer of, any of the CREDITORPledged Securities, except as provided by any law applicable to the sale of securities generally or the terms and provisions of this Agreement. (c) The Pledged Securities have been validly issued and are fully paid and non-assessable (except for dispositions the provisions of INVENTORY Section 630 of the Business Corporation Law of the State of New York as to New York corporations). There are no outstanding commitments or other obligations of the issuers of the Pledged Securities to issue, and no options, warrants or other rights of any individual or entity to acquire, any share of any class or series of capital stock or other equity interests of such issuers. Except otherwise indicated on Schedule A, the Pledged Securities listed and described on Schedule A attached hereto constitute all of the issued and outstanding capital stock or other equity interests of every series and class of each issuer thereof. Each Pledgor further agrees that in the ordinary course event any such issuer shall issue any additional capital stock of the GRANTOR's business; 5.1.6 the GRANTOR willany series or class, at all timeseach Pledgor will forthwith pledge and deposit hereunder, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done pledged and deposited hereunder, all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business;such additional shares of such capital stock. 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or (d) On failure of any provision of any contract or other instrument Pledgor to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of perform any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions agreements and covenants relating to any financing arrangement or agreement entered into with herein contained, the CREDITOR; 5.1.14 Agent may perform the GRANTOR will immediately notify same and in so doing may expend such sums as the CREDITOR Agent may deem advisable in the event that any shares or other securities are received by or issued to it on performance thereof, including without limitation the purchase, redemption, conversion or cancellation or any other transformation payment of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business taxes, liens and maintain the CHARGED PROPERTY encumbrances, expenditures made in defending against any adverse claim or demand and all other property owned expenditures which the Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be due and payable, immediately without notice or demand, shall constitute additional Obligations hereby secured together with interest thereon at the rate per annum (computed on the basis of a year of 360 days) determined by adding 2% to the interest rate otherwise applicable to Base Rate Loans under the Revolving Facility from time to time in effect (such rate per annum as so determined being hereinafter referred to as the “Reimbursement Rate”). No such performance of any covenant or agreement by it the Agent on behalf of such Pledgor, and no such advancement or expenditure therefor, shall relieve such Pledgor of any default under the terms of this Agreement or in compliance any way obligate the Agent or any Secured Creditor to take any further or future action with respect thereto. The Agent is authorized to charge any depository account of any Pledgor maintained with the requirements Agent for the amount of applicable environmental laws such sums and will not bring thereon or use any air contaminantamounts so expended. (e) Each Pledgor represents that this Agreement, pollutant, toxic substances or hazardous waste except in strict compliance together with all environmental laws. The GRANTOR will promptly forward its delivery to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any Agent of the CHARGED PROPERTY in favour of any other party without certificates evidencing the prior written consent Pledged Securities and stock powers therefor, creates a valid security interest securing payment and performance of the CREDITOR, which consent will be subject Obligations and that no other action is necessary to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in perfect such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time security interest. Each Pledgor agrees to time prepare execute and deliver to the CREDITOR Agent such further agreements and assignments or other instruments and to do all deeds, documents, vouchers, promissory notes, bills such other things as the Agent may deem reasonably necessary or appropriate to assure the Agent of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any such Pledgor’s pledge of the CLAIMS;Pledged Securities hereunder. 5.1.18 the GRANTOR will keep proper books of account (f) If, as and when any Pledgor delivers any securities for pledge hereunder in accordance with sound accounting practice and will furnish addition to the CREDITOR such financial and other information, statements and reports relating to the GRANTORthose listed on Schedule A hereto, the enterprise carried on by it Pledgors shall furnish the Agent a duly completed and executed amendment to such Schedule in substantially the CHARGED PROPERTY as form (with appropriate insertions) of Schedule B hereto reflecting the CREDITOR may from time securities pledged hereunder after giving effect to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromsuch addition.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenants, (a) Each party hereby represents and warrants to the other party that (i) it is duly organized or incorporated, as the case may be, and validly existing as an entity under the laws of the date jurisdiction in which it is incorporated, chartered or organized, (ii) it has the requisite corporate power and authority to enter into and perform this Agreement, and (iii) this Agreement has been duly authorized by all necessary corporate action, has been duly executed by one or more duly authorized officers and is the valid and binding agreement of this agreement such party enforceable against such party in accordance with its terms. (b) The Seller further represents and at all times during which this agreement is in effect: 5.1.1 the GRANTOR will pay warrants to the CREDITOR Depositor that (i) on the INDEBTEDNESS without Closing Date the necessity Seller shall own the Collateral Debt Securities, shall have good and marketable title thereto, free and clear of demand as any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, and when it becomes due and payable upon the delivery or on demand, if payable on a demand basis, at the office transfer of the CREDITOR indicated on the signature page of this agreement, or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating Collateral Debt Securities to the CHARGED PROPERTY Depositor as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitationcontemplated herein, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have Depositor shall receive good and marketable title to the CHARGED PROPERTY Collateral Debt Securities, free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, (ii) the CHARGED PROPERTY Seller acquired its ownership in the Collateral Debt Securities in good faith without notice of any adverse claim, and upon the delivery or transfer of the Collateral Debt Securities to the Depositor as contemplated herein, the Depositor shall acquire ownership in the Collateral Debt Securities in good faith without notice of any adverse claim, (iii) the Seller has not assigned, pledged or otherwise encumbered any interest in the Collateral Debt Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), (iv) the Underlying Instrument with respect to any Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Collateral Debt Security to the Trustee, (v) the information set forth with respect to the Collateral Debt Securities in Annex A hereto is correct, (vi) none of the execution, delivery or performance by the Seller of this Agreement shall (x) conflict with, result in any breach of or constitute a default (or an event that, with the giving of notice or passage of time, or both, would constitute a default) under, any term or provision of the organizational documents of the Seller, or any material indenture, agreement, order, decree or other material instrument to which the Seller is party or by which the Seller is bound that materially adversely affects the Seller's ability to perform its obligations hereunder or (y) violate any provision of any law, rule or regulation applicable to the Seller of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties that has a material adverse effect, (vii) no consent, license, approval or authorization from, or registration or qualification with, any governmental body, agency or authority, nor any consent, approval, waiver or notification of any creditor or lessor (or any other person) is required in connection with the execution, delivery and will be kept only at performance by the locations indicated Seller of this Agreement the failure of which to obtain would have a material adverse effect except such as have been obtained and are in Schedule "B" hereto full force and effect, (viii) the ownership of the Collateral Debt Securities will not cause the Issuer to be removed engaged in a trade or disposed business within the United States, or have payments subject to foreign or United States withholding tax, (ix) with respect to any Collateral Debt Security that is a certificated security, such Collateral Debt Security is a certificated security in registered form, or is in uncertificated form held through the facilities of (a) The Depository Trust Company in New York, New York or (b) such other clearing organization or book-entry system as is designated in writing by the Issuer, (x) with respect to any Collateral Debt Security that is a certificated security, it has delivered to the Depositor or its designee such certificated security, along with any and all certificates, assignments and bond powers executed in blank, necessary to transfer such certificated security under the issuing documents of such Collateral Debt Security, (xi) to its knowledge, there is no monetary or material non-monetary event of default existing with regard to such Collateral Debt Security and (xii) based on the most recently available trustee report, (a) no interest shortfalls have occurred and no realized losses have been applied to any Collateral Debt Security and (b) it is not aware of any circumstances that could have a material adverse effect on such Collateral Debt Security. (c) The Seller hereby acknowledges and consents to the assignment by the Depositor of this Agreement and all right, title and interest thereto to the Issuer and the collateral assignment by the Issuer to the Trustee, for the benefit of the Noteholders and the Interest Rate Swap Counterparty, as required in Sections 15.1(f)(i) and (ii) of the Indenture. (d) The Seller hereby covenants and agrees that it shall perform any provisions of the Indenture made expressly applicable to the Seller by the Indenture as required by Section 15.1(f)(i) of the Indenture. (e) The Seller hereby covenants and agrees that all of the representations, covenants and agreements made by or otherwise entered into by it in this Agreement shall also be for the benefit of the Trustee, the Noteholders and the Interest Rate Swap Counterparty as required by Section 15.1(f)(ii) of the Indenture. (f) The Seller hereby covenants and agrees, as required by Section 15.1(f)(iv) of the Indenture, that it shall not enter into any agreement amending, modifying or terminating this Agreement (other than in respect of an amendment or modification of the type that may be made to the Indenture without Noteholder consent) or selecting or consenting to a successor manager, without notifying each Rating Agency and without the prior written consent and written confirmation of each Rating Agency that such amendment, modification or termination or selection of a successor manager, as applicable, will not cause the rating of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause Notes to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromreduced.

Covenants, Representations and Warranties. 5.1 The GRANTOR 4.1 Seller covenants, represents and warrants that to Purchaser, both as of the date hereof and as of the date of Closing, as follows: (a) Seller is a validly existing Delaware corporation. (b) Seller has duly authorized the execution, delivery and performance of its obligations under this Agreement. Seller has all necessary power and authority to execute, deliver and perform this Agreement and to complete the transaction provided for herein. Any required consents from third parties to Seller’s execution, delivery and performance of this Agreement (other than the approvals required under Section 8.01 of the Participation Agreement) have been obtained. This Agreement has been duly and validly executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Except for Purchaser and as otherwise provided in the Transaction Documents, no person has any rights in or rights to acquire all or any part of the Owner Participant Interest or the Property, and there is no outstanding agreement and at to sell all times during or any part of the Owner Participant Interest or the Property to any person other than Purchaser. (d) Seller is not a party to any litigation, investigation or other proceeding, nor to the knowledge of Seller is any litigation, dispute investigation or proceeding threatened which relates to the Owner Participant Interest or the Property or Seller’s right to sell the Owner Participant Interest. (e) Seller has received no notice of, nor is the Seller aware of, any pending, threatened, or contemplated action by any governmental authority or agency having the power of eminent domain, which might result in any part of the Property being taken by condemnation or conveyed in lieu thereof. (f) So long as this agreement Agreement is in effect:, Seller will not make, create or consent to any transfer (absolutely or as security), lien, lease, encumbrance, easement, restriction, reservation, contractual or other right, license or interest involving the Owner Participant Interest or the Property or any part thereof, or act in such a way as would prevent or hinder Seller from transferring the Owner Participant Interest to Purchaser in accordance with the terms and conditions of this Agreement. 5.1.1 the GRANTOR will pay (g) There are no liens, mortgages or other claims with respect to the CREDITOR Owner Participant Interest or the INDEBTEDNESS without Property attributable to Seller which encumber the necessity of demand as and when it becomes due and payable Owner Participant Interest or on demand, if payable on a demand basis, at the office Property except those expressly permitted by the Transaction Documents or required to be removed by parties to the Transaction Documents other than Seller (the “Permitted Exceptions”). (h) Seller is the owner of the CREDITOR indicated on the signature page of this agreement, or Owner Participant Interest and at such other place as may from time Closing shall convey to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have good and marketable Purchaser title to the CHARGED PROPERTY Owner Participant Interest, free and clear of all ADVERSE ENCUMBRANCES;liens, restrictions, encumbrances or other limitations, other than the Permitted Exceptions. 5.1.5 (i) Seller agrees to deliver to Purchaser within three (3) business days after the CHARGED PROPERTY is date hereof, photocopies of any and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent all of the CREDITORfollowing items relating to the Property if and to the extent in Seller’s possession and not subject to confidentiality restrictions or addressed to or otherwise containing evidence of having previously been delivered to Lessee: title commitments, except for dispositions of INVENTORY in title policies, site plans, environmental reports, soil reports, surveys, all documents evidencing the ordinary course zoning classification of the GRANTOR's business;Property, and all conditions and restrictions with respect to such zoning. 5.1.6 (j) Seller is not in default under any of the GRANTOR willTransaction Documents, at all timesand no event has occurred which, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise giving of notice or the passage of time, would become a default by Seller under the Transaction Documents. Seller shall not permit the Trust to amend the Indenture, the Notes, the SunTrust Mortgage or any related documents (the “Loan Documents”) and shall cause the Trust to make all payments due under the Loan Documents and otherwise comply with the Loan Documents until Closing to the extent of the GRANTOR and will, from time to time, if so requested proceeds of Rent paid by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject Lessee to the consent of certain landlords of Trust under the GRANTOR which the GRANTOR has undertaken Lease. (k) Seller is not party to obtainany hedging, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes swap or will constitute a violation similar arrangement or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any obligations or interest under the Transaction Documents. (l) Seller has provided to Purchaser or will provide to Purchaser within three (3) days after the Effective Date a true and correct copy of the CHARGED PROPERTY; 5.1.10 Trust Agreement, which is the GRANTOR carries on sole document governing the formation and will carry operation of the Trust as in effect on the enterprise referred date hereof. (m) No default by Seller, or to in Schedule "B" the knowledge of Seller by the Individual or Corporate Owner Trustee, exists under the Trust Agreement, and all no event has occurred which, with the giving of notice or the passage of time, would become a default by Seller, or to the knowledge of Seller by the Individual or Corporate Owner Trustee, under the Trust Agreement. Seller shall not amend the Trust Agreement prior to the Closing. 4.2 Purchaser covenants, represents and warrants to Seller, both as of the CHARGED PROPERTY is date hereof and will be used for the operation of such enterprise; 5.1.11 none as of the CHARGED PROPERTY date of Closing, as follows: (a) Purchaser is a validly existing Georgia corporation. (b) Purchaser has duly authorized the execution, delivery and performance of its obligations under this Agreement. Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to complete the transaction provided for herein. Any required consents from third parties to Purchaser’s execution, delivery and performance of this Agreement have been obtained. This Agreement has been duly and validly executed and delivered by Purchaser and is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. Purchaser is, and at the time of the Closing will be, a Qualified Institution or an affiliate of a Qualified Institution which will be property which guarantee the obligations of Purchaser in accordance with Section 8.01(a)(i)(B) of the Participation Agreement. (c) Purchaser is acquiring the Owner Participant Interest for its own account for investment and not with a present view or intent to resell or distribute the Owner Participant Interest. Purchaser understands that no interest in the Owner Participant Interest has been registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and the interests in the Owner Participant Interest are being sold to it in a transaction that is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the registration requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental under such laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefrom.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenants, (a) Each party hereby represents and warrants to the other party that (i) it is duly organized or incorporated, as the case may be, and validly existing as an entity under the laws of the date jurisdiction in which it is incorporated, chartered or organized, (ii) it has the requisite corporate power and authority to enter into and perform this Agreement, and (iii) this Agreement has been duly authorized by all necessary corporate action, has been duly executed by one or more duly authorized officers and is the valid and binding agreement of this agreement such party enforceable against such party in accordance with its terms. (b) The Depositor further represents and at all times during which this agreement is in effect: 5.1.1 the GRANTOR will pay warrants to the CREDITOR Issuer that (i) on the INDEBTEDNESS without Closing Date the necessity Depositor shall own the Collateral Debt Securities, shall have good and marketable title thereto, free and clear of demand as any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, and when it becomes due and payable upon the delivery or on demand, if payable on a demand basis, at the office transfer of the CREDITOR indicated on the signature page of this agreement, or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating Collateral Debt Securities to the CHARGED PROPERTY Issuer as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitationcontemplated herein, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have Issuer shall receive good and marketable title to the CHARGED PROPERTY Collateral Debt Securities, free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, (ii) the CHARGED PROPERTY Depositor acquired its ownership in the Collateral Debt Securities in good faith without notice of any adverse claim, and upon the delivery or transfer of the Collateral Debt Securities to the Issuer as contemplated herein, the Issuer shall acquire ownership in the Collateral Debt Securities in good faith without notice of any adverse claim, (iii) the Depositor has not assigned, pledged or otherwise encumbered any interest in the Collateral Debt Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), (iv) the Underlying Instrument with respect to any Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Collateral Debt Security to the Trustee, (v) the information set forth with respect to the Collateral Debt Securities in Annex A hereto is correct, (vi) none of the execution, delivery or performance by the Depositor of this Agreement shall (x) conflict with, result in any breach of or constitute a default (or an event that, with the giving of notice or passage of time, or both, would constitute a default) under, any term or provision of the organizational documents of the Depositor, or any material indenture, agreement, order, decree or other material instrument to which the Depositor is party or by which the Depositor is bound that materially adversely affects the Depositor's ability to perform its obligations hereunder or (y) violate any provision of any law, rule or regulation applicable to the Depositor of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties that has a material adverse effect, (vii) no consent, license, approval or authorization from, or registration or qualification with, any governmental body, agency or authority, nor any consent, approval, waiver or notification of any creditor or lessor (or any other person) is required in connection with the execution, delivery and will be kept only at performance by the locations indicated Depositor of this Agreement the failure of which to obtain would have a material adverse effect except such as have been obtained and are in Schedule "B" hereto full force and effect, (viii) the ownership of the Collateral Debt Securities will not cause the Issuer to be removed engaged in a trade or disposed business within the United States, or have payments subject to foreign or United States withholding tax, (ix) with respect to any Collateral Debt Security that is a certificated security, such Collateral Debt Security is a certificated security in registered form, or is in uncertificated form held through the facilities of (a) The Depository Trust Company in New York, New York or (b) such other clearing organization or book-entry system as is designated in writing by the Issuer, (x) with respect to any Collateral Debt Security that is a certificated security, it has delivered to the Issuer or its designee such certificated security, along with any and all certificates, assignments and bond powers executed in blank, necessary to transfer such certificated security under the issuing documents of such Collateral Debt Security, (xi) to its knowledge, there is no monetary or material non-monetary event of default existing with regard to such Collateral Debt Security and (xii) based on the most recently available trustee report, (a) no interest shortfalls have occurred and no realized losses have been applied to any Collateral Debt Security and (b) it is not aware of any circumstances that could have a material adverse effect on such Collateral Debt Security. (c) The Depositor hereby acknowledges and consents to the collateral assignment of this Agreement and all right, title and interest thereto to the Trustee, for the benefit of the Noteholders and the Interest Rate Swap Counterparty, as required in Sections 15.1(f)(i) and (ii) of the Indenture. (d) The Depositor hereby covenants and agrees that it shall perform any provisions of the Indenture made expressly applicable to the Depositor by the Indenture as required by Section 15.1(f)(i) of the Indenture. (e) The Depositor hereby covenants and agrees that all of the representations, covenants and agreements made by or otherwise entered into by it in this Agreement shall also be for the benefit of the Trustee, the Noteholders and the Interest Rate Swap Counterparty as required by Section 15.1(f)(ii) of the Indenture. (f) The Depositor hereby covenants and agrees, as required by Section 15.1(f)(iii) of the Indenture, that it shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or required to be delivered to the Issuer pursuant to this Agreement. (g) The Depositor hereby covenants and agrees, as required by Section 15.1(f)(iv) of the Indenture, that it shall not enter into any agreement amending, modifying or terminating this Agreement (other than in respect of an amendment or modification of the type that may be made to the Indenture without Noteholder consent) or selecting or consenting to a successor manager, without notifying each Rating Agency and without the prior written consent and written confirmation of each Rating Agency that such amendment, modification or termination or selection of a successor manager, as applicable, will not cause the rating of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause Notes to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deeds, documents, vouchers, promissory notes, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromreduced.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenants, represents Borrower hereby makes the following covenants representations and warrants that as warranties in favor of the date Lender: That it has the power to enter into and perform this Agreement and to borrow hereunder and has taken all necessary action to authorize the borrowing of the facility upon the terms and conditions of this agreement Agreement and at to authorize the execution, delivery and performance of this Agreement in accordance with its terms. That all times during which consents, licenses, approvals, or authorizations of any governmental authority, bureau or agency required in connection with the execution, delivery, performance validity or enforceability of this agreement is in effect: 5.1.1 Agreement have been obtained and are valid and subsisting. That all the GRANTOR will pay information relating to the CREDITOR Borrower or otherwise relevant to the INDEBTEDNESS without matters contemplated by this Agreement which has been supplied to the necessity of demand as Lender by the Borrower is true and when correct in all material respects and contains no material omission. That it becomes due and payable shall maintain a comprehensive insurance over all its assets against loss or on demanddamage by fire, if payable on a demand basisearthquake, at the office rain or windstorm, tornado, civil commotion. Provided that where all assets or specific assets of the CREDITOR indicated on Borrower have been charged to the signature page of Bank as security for this agreementloan facility, or at the Borrower shall maintain such insurance cover stated herein including such other place risk as the Bank may from time to time be designated consider necessary, in writing an insurance office approved by the CREDITOR; 5.1.2 Bank in the GRANTOR joint names of the Bank and the Borrower and will duly pay all reasonable fees premiums for keeping such insurance. The Bank’s interest as loss payee must be duly endorsed on the policy. Where the Borrower is unable or unwilling to undertake such insurance cover as required above and expensesto renew it latest 15 days before the maturity date, legal it is hereby agreed that the Bank shall insure the assets and notarial, and costs of registration, incurred by or on behalf debit the Borrower’s account for the cost of the CREDITOR in respect insurance. That it shall not mortgage, pledge or subject to any lien or encumbrance any of this agreement its property and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating assets now owned without either securing the Lender's outstanding on a pari-passu basis or giving other security acceptable to the CHARGED PROPERTY as well as all costsLender. That it shall promptly upon becoming aware of them, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business; 5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business; 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or of any provision of any contract or other instrument to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions and covenants relating to any financing arrangement or agreement entered into with the CREDITOR; 5.1.14 the GRANTOR will immediately notify the CREDITOR in the event that any shares or other securities are received by or issued to it on the purchase, redemption, conversion or cancellation or any other transformation of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business and maintain the CHARGED PROPERTY and all other property owned from time to time by it in compliance with the requirements of applicable environmental laws and will not bring thereon or use any air contaminant, pollutant, toxic substances or hazardous waste except in strict compliance with all environmental laws. The GRANTOR will promptly forward to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY in favour of any other party without the prior written consent of the CREDITOR, which consent will be subject to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time to time prepare and deliver to the CREDITOR all deedsLender details of any litigation, documentsarbitration or administrative proceedings which are current, vouchersthreatened or pending and which might, promissory notesif adversely determined, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating have a material adverse effect in relation to any of the CLAIMS; 5.1.18 the GRANTOR will keep proper books of account in accordance with sound accounting practice and will furnish to the CREDITOR such financial and other information, statements and reports relating to the GRANTOR, the enterprise carried on by it and the CHARGED PROPERTY as the CREDITOR may from time to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefrom.

Covenants, Representations and Warranties. 5.1 The GRANTOR covenantsSubject to the terms of the Credit Agreement, each Pledgor hereby covenants and agrees with, and represents and warrants that to, the Agent and the Secured Creditors as follows: (a) The certificates for all shares of stock, equity interests and other securities owned by each Pledgor (other than securities evidencing an ownership interest in any entity whose total -3- assets are less than or equal to $5,000,000) in each case to the extent certificated now or at any time constituting the Pledged Securities shall be delivered to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto. The Agent may at any time after the occurrence of an Event of Default and during the continuance thereof cause to be transferred into its name or the name of its nominee or nominees any and all of the date of this agreement and Pledged Securities hereunder. The Agent shall at all times during which this agreement have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations. (b) Each Pledgor is in effect: 5.1.1 and will be the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity sole and lawful legal and beneficial owner of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office all of the CREDITOR indicated on the signature page of this agreementPledged Securities deposited by such Pledgor hereunder. Each Pledgor agrees not to sell, assign, pledge or at such other place as may from time to time be designated in writing by the CREDITOR; 5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement otherwise dispose of any of such Pledgor’s Pledged Securities or any interest therein except for the CREDITOR's rights security interest granted to the Agent hereunder and in connection with the recovery or conservation liens permitted by Sections 4.1 and 7.11 of the CHARGED PROPERTY, which costs, disbursements Credit Agreement and expenses includeexcept for the sale or other disposition of Pledged Securities permitted by the Credit Agreement (including, without limitation, the following: 0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection Sections 7.13 of the CHARGED PROPERTY; 5.1.2.1 reasonable compensation for any person Credit Agreement). In the case of such permitted sale, disposition or firm engageddissolution, employed or consulted by or on behalf of the CREDITOR who acts in connection with Agent shall release the maintenance, operation, administration, conservation and/or collection of any of lien upon such Pledged Securities and deliver such Pledged Securities to the CHARGED PROPERTY; 5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection; 5.1.4 the GRANTOR has relevant Pledgor. The Pledged Securities are and will have good and marketable title to the CHARGED PROPERTY be free and clear of all ADVERSE ENCUMBRANCES; 5.1.5 security interests, Liens, rights, claims, attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the CHARGED PROPERTY is pledge to the Agent hereunder and for other Liens permitted by the Credit Agreement, and each Pledgor will be kept only warrant and defend all Pledged Securities which such Pledgor has deposited with the Agent against any claims and demands of all other persons at any time claiming the locations indicated in Schedule "B" hereto same or any interest therein adverse to the Agent and will not be removed the Secured Creditors. Each Pledgor has the right to vote the Pledged Securities (except as set forth herein) and there are no restrictions upon the voting rights associated with, or disposed of without the prior written consent transfer of, any of the CREDITORPledged Securities, except as provided by any law applicable to the sale of securities generally or the terms and provisions of this Agreement. (c) The Pledged Securities have been validly issued and are fully paid and non-assessable (except for dispositions the provisions of INVENTORY Section 630 of the Business Corporation Law of the State of New York as to New York corporations). There are no outstanding commitments or other obligations of the issuers of the Pledged Securities to issue, and no options, warrants or other rights of any individual or entity to acquire, any share of any class or series of capital stock or other equity interests of such issuers. Except otherwise indicated on Schedule A, the Pledged Securities listed and described on Schedule A attached hereto constitute all of the issued and outstanding capital stock or other equity interests of every series and class of each issuer thereof. Each Pledgor further agrees that in the ordinary course event any such issuer shall issue any additional capital stock of the GRANTOR's business; 5.1.6 the GRANTOR willany series or class, at all timeseach Pledgor will forthwith pledge and deposit hereunder, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain such waivers of liens for salaries, wages or other remuneration as may be necessary to ensure that the CREDITOR owns the CHARGED PROPERTY free and clear of all encumbrances; 5.1.7 the GRANTOR will at all times do or cause to be done pledged and deposited hereunder, all things necessary or proper to preserve and keep in full force and effect its corporate existence and its ability to carry on its business;such additional shares of such capital stock. 5.1.8 subject to the consent of certain landlords of the GRANTOR which the GRANTOR has undertaken to obtain, neither the execution and delivery of this agreement, nor the granting of the hypothecs in respect of the CHARGED PROPERTY, constitutes or will constitute a violation or breach of the documents of incorporation or the by-laws of the GRANTOR or (d) On failure of any provision of any contract or other instrument Pledgor to which the GRANTOR is a party or of any provision of law to which the GRANTOR is or may be subject; 5.1.9 the GRANTOR will pay or cause to be paid as and when due and payable all taxes, rates, charges, levies and assessments, ordinary and extraordinary, which may be assessed on or payable by the GRANTOR or in respect of perform any of the CHARGED PROPERTY; 5.1.10 the GRANTOR carries on and will carry on the enterprise referred to in Schedule "B" and all of the CHARGED PROPERTY is and will be used for the operation of such enterprise; 5.1.11 none of the CHARGED PROPERTY is or will be property which is exempt from seizure; 5.1.12 none of the CHARGED PROPERTY is property which furnishes a main residence or which is used by and is necessary for the life of a household; 5.1.13 the GRANTOR will perform, observe and comply with all obligations, terms, conditions agreements and covenants relating to any financing arrangement or agreement entered into with herein contained, the CREDITOR; 5.1.14 Agent may perform the GRANTOR will immediately notify same and in so doing may expend such sums as the CREDITOR Agent may deem advisable in the event that any shares or other securities are received by or issued to it on performance thereof, including without limitation the purchase, redemption, conversion or cancellation or any other transformation payment of any of the SECURITIES; 5.1.15 the GRANTOR will operate its business taxes, liens and maintain the CHARGED PROPERTY encumbrances, expenditures made in defending against any adverse claim or demand and all other property owned expenditures which the Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be due and payable, immediately without notice or demand, shall constitute additional Obligations hereby secured together with interest thereon at the rate per annum (computed on the basis of a year of 360 days) determined by adding 2% to the interest rate otherwise applicable to Base Rate Loans under the Revolving Facility from time to time in effect (such rate per annum as so determined being hereinafter referred to as the “Reimbursement Rate”). No such performance of any covenant or agreement by it the Agent on behalf of such Pledgor, and no such advancement or expenditure therefor, shall relieve such Pledgor of any default under the terms of this Agreement or in compliance any way obligate the Agent or any Secured Creditor to take any further or future action with respect thereto. The Agent is authorized to charge any depository account of any Pledgor maintained with the requirements Agent for the amount of applicable environmental laws such sums and will not bring thereon or use any air contaminantamounts so expended. (e) Each Pledgor represents that this Agreement, pollutant, toxic substances or hazardous waste except in strict compliance together with all environmental laws. The GRANTOR will promptly forward its delivery to the CREDITOR copies of all orders, notices, permits, applications, complaints and other communications and reports relating to its breach or potential breach of any environmental laws and will properly and diligently commence and complete all operations and other matters necessary in order to complete the remedy or rectify any such breach; 5.1.16 subject to the PERMITTED CHARGES, the GRANTOR will not grant a hypothec on any Agent of the CHARGED PROPERTY in favour of any other party without certificates evidencing the prior written consent Pledged Securities and stock powers therefor, creates a valid security interest securing payment and performance of the CREDITOR, which consent will be subject Obligations and that no other action is necessary to the beneficiary of the hypothec entering into satisfactory arrangements with the CREDITOR including, without limiting the generality of the foregoing, a provision in perfect such hypothec that upon sale of any of the CHARGED PROPERTY by or for the account of the CREDITOR, such property will be sold free of any hypothecs created therein; 5.1.17 at the demand of the CREDITOR, the GRANTOR will from time security interest. Each Pledgor agrees to time prepare execute and deliver to the CREDITOR Agent such further agreements and assignments or other instruments and to do all deeds, documents, vouchers, promissory notes, bills such other things as the Agent may deem reasonably necessary or appropriate to assure the Agent of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit, security agreements, hypothecs, assignments, guarantees and other documents and rights relating to any such Pledgor’s pledge of the CLAIMS;Pledged Securities hereunder. 5.1.18 the GRANTOR will keep proper books of account (f) If, as and when any Pledgor delivers any securities for pledge hereunder in accordance with sound accounting practice and will furnish addition to the CREDITOR such financial and other information, statements and reports relating to the GRANTORthose listed on Schedule A hereto, the enterprise carried on by it Pledgors shall furnish the Agent a duly completed and executed amendment to such Schedule in substantially the CHARGED PROPERTY as form (with appropriate insertions) of Schedule B hereto reflecting the CREDITOR may from time securities pledged hereunder after giving effect to time require. The GRANTOR will permit the CREDITOR, its officers, employees and authorized representatives free and reasonable access to its premises, the enterprise carried on by it, the CHARGED PROPERTY, its computer, including hardware, software and firmware and the financial and computer and other data, records and reports relating to the GRANTOR, its enterprise and the CHARGED PROPERTY and allow them to make copies thereof and to take extracts therefromsuch addition.