Common use of Pledged Securities Clause in Contracts

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and Guaranteed Creditors, segregated from other property of such Pledgor, and, subject to any prior rights of the other Secured Parties and Senior Agent, deliver the same forthwith to the Administrative Agent Subordinated Noteholder Representative in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative AgentSubordinated Noteholder Representative, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent Subordinated Noteholder Representative so requests, signature guaranteed, to be held by the Administrative AgentSubordinated Noteholder Representative, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentSubordinated Noteholder Representative, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Transaction Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementTransaction Documents), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Senior Guaranty and Pledge Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent Subordinated Noteholder Representative to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent Subordinated Noteholder Representative promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be extent required by the Administrative Agent applicable Partnership Agreement to assure the transferability of and pledge by each other Pledgor, pursuant to the perfection terms hereof, of the security interest Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Subordinated Noteholder Representative or its nominee and to the substitution of the Subordinated Noteholder Representative or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities when LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Subordinated Noteholder Representative or its nominee and to the substitution of the Subordinated Noteholder Representative or its nominee as often as may be reasonably requested by a substituted member of the Administrative AgentLLC with all the rights, powers and duties of a member of the LLC in question. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent Subordinated Noteholder Representative in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In . (f) Each Pledgor shall furnish to the event Subordinated Noteholder Representative such stock powers and other instruments as may be required by the Subordinated Noteholder Representative to assure the transferability of a foreclosure or a taking of the Pledged Securities consisting when and as often as may be reasonably requested by the Subordinated Noteholder Representative. (g) The Pledged Securities will at all times constitute not less than 100% of partnership the equity interests or LLC interests in lieu of foreclosure pursuant to the Issuer thereof owned by any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at Pledgor. Each Pledgor will not permit any Issuer of any of their option, will, without the Pledged Securities to issue any further action or consent, become a member or partner upon the exercise new shares of any class of equity interests of such option by Issuer without the Administrative Agent, its assignee or transferee, having all prior written consent of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderSubordinated Noteholder Representative.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith same, promptly to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, Pledgor to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, however, that upon the occurrence of the aforementioned, such Pledgor shall execute a Supplemental Pledge Agreement, substantially in the form attached hereto as Annex III. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not unless otherwise expressly permitted hereby or under the other Loan Documents, (i) unless otherwise permitted herebyat such time as an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, or (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Liens permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereofthereof except for any agreement or instrument of a type contemplated by Section 9.15 of the Credit Agreement or in respect of any other transaction otherwise permitted in the Credit Agreement. (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c6.02(d) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it.. In the case of any Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent in substantially the form of Exhibit A. (d) Such Grantor in the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be, following the exercise of remedies hereunder in connection with the occurrence and continuation of an Event of Default. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC following the exercise of remedies hereunder in connection with the occurrence and continuation of an Event of Default. (e) such Pledgor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ef) The Pledged Securities will at all times constitute not less than 100% During an Event of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor Default, such Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agentquestion. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant . (f) Each Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Term Loan Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Term Loan Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted other than Liens permitted under Section 9.03 of the Credit Agreement or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor Grantor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor Grantor as a security under Section 8-103 of the Texas New York UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent Collateral Trustee and the other Secured Parties, hold the same in trust for the Administrative Agent Collateral Trustee and the other Secured Parties and deliver the same forthwith to the Administrative Agent Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Administrative AgentCollateral Trustee, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent Collateral Trustee covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent Collateral Trustee so requests, signature guaranteed, to be held by the Administrative AgentCollateral Trustee, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without Subject in each case to the Intercreditor Agreement, without the prior written consent of the Administrative AgentCollateral Trustee or as expressly permitted by the Indenture, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementIndenture), (iii) create, incur or permit to exist any Lien except for Excepted Permitted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Collateral Trustee to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Subject to the terms of the Intercreditor Agreement, such Grantor shall furnish to the Administrative Agent Collateral Trustee such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent Collateral Trustee to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative AgentCollateral Trustee. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative AgentCollateral Trustee or as expressly permitted by the Indenture. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent Collateral Trustee in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas NY UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument Document executed in connection with the Credit AgreementIndenture, the Administrative Agent Collateral Trustee or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative AgentCollateral Trustee, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (dc) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (fe) Each Pledgor Such Grantor shall not agree not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any amendment of a partnership agreement, LLC agreement Capital Stock or other organic document relating to hold any Pledged Security that consists of an interest in any way adversely affects the perfection a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the security interest of the Administrative Agent UCC, (iii) is held in the Pledged Securities, including any amendment electing to treat the membership interest a Securities Account or partnership interest of such Pledgor as (iv) constitutes a security under Section 8-103 of the Texas UCC. In the event of a foreclosure Security or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderFinancial Asset.

Pledged Securities. (a) If such Grantor the Guarantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor the Guarantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor the Guarantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfertransfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by the Guarantor and with, if applicablethe Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, however, that if the foregoing occurs prior to the Discharge of First Lien Obligations, such Grantor shall accept the same as the agent of the First Lien Administrative Agent (for itself and as bailee for the Administrative Agent) and the Senior Secured Parties, hold the same in trust for the First Lien Administrative Agent (for itself and as bailee for the Administrative Agent) and the Senior Secured Parties and deliver the same forthwith to the First Lien Administrative Agent, for itself and as bailee for the Administrative Agent, in the exact form received, duly indorsed by such Grantor to the First Lien Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the First Lien Administrative Agent, for itself and as bailee for the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without Subject to the terms of the Intercreditor Agreement, without the prior written consent of the Administrative Agent, such Grantor the Guarantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any other Security Instrument or Liens on Property securing the Debt under the Senior Revolving Credit Documents or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor the Guarantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor The Guarantor shall furnish to the Administrative Agent or the First Lien Administrative Agent, as the case may be, such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantorthe Guarantor. Each Grantor The Guarantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless such Capital Stock or other equity interests is Collateral hereunder or unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens expressly permitted under Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or and Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor Such Grantor shall not agree not, without executing and delivering, or causing to any amendment of a partnership agreementbe executed and delivered, LLC agreement to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or other organic document relating to acquire any Pledged Security that consists of an interest in any way adversely affects the perfection a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the security interest of the Administrative Agent UCC, (iii) is held in the Pledged Securities, including any amendment electing to treat the membership interest a Securities Account or partnership interest of such Pledgor as (iv) constitutes a security under Section 8-103 of the Texas UCC. In the event of a foreclosure Security or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderFinancial Asset.

Pledged Securities. (a) If such Grantor the Guarantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor the Guarantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor the Guarantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor the Guarantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor the Guarantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor the Guarantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor The Guarantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantorthe Guarantor. Each Grantor The Guarantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Capital Stock of any IssuerIssuer of Pledged Securities, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as for the agent benefit of the Administrative Agent, hold the same on behalf of and for the benefit of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, except to the extent permitted by the Credit Agreement (or pursuant to or in connection with a transaction permitted by the Credit Agreement), such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permitcause, any Issuer of Pledged Securities to issue any stock or other Equity Interests of any nature Capital Stock or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests Capital Stock of any nature Issuer (unless such Grantor complies with the terms of the Loan Documents with respect to any Issuersuch additional issuance), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent[Reserved]. (f) Each Pledgor Grantor acknowledges and agrees that, to the extent any interest in any limited liability company or limited partnership constituting Pledged Securities hereunder is a “Security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall not agree be represented by a certificate. Each Grantor further acknowledges and agrees that with respect to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that interest in any way adversely affects limited liability company or limited partnership constituting Pledged Securities hereunder that is not a “Security” within the perfection meaning of Article 8 of the security UCC, such Grantor shall at no time elect to treat any such interest as a “Security” within the meaning of Article 8 of the UCC, unless such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to the terms hereof. (g) If any Security Instrument executed in connection with the Credit Grantor acquires any Capital Stock or Stock Equivalents that do not constitute Excluded Capital Stock after executing this Agreement, the Administrative Agent or its assignee or transfereesuch Capital Stock and Stock Equivalents shall automatically constitute Collateral and, at any of their option, will, without any further action or consent, become a member or partner upon the exercise reasonable request of such option by the Administrative Agent, its assignee or transferee, having all of such Grantor shall promptly deliver a revised Schedule 2 which shall replace the rights, powers and privileges of a member or partner with respect then existing Schedule 2 to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderthis Agreement.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, however, that if the foregoing occurs prior to the Discharge of First Lien Obligations, such Grantor shall accept the same as the agent of the First Lien Administrative Agent (for itself and as bailee for the Administrative Agent) and the Senior Secured Parties, hold the same in trust for the First Lien Administrative Agent (for itself and as bailee for the Administrative Agent) and the Senior Secured Parties and deliver the same forthwith to the First Lien Administrative Agent, for itself and as bailee for the Administrative Agent, in the exact form received, duly indorsed by such Grantor to the First Lien Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the First Lien Administrative Agent, for itself and as bailee for the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without Subject to the terms of the Intercreditor Agreement, without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any other Security Instrument, Liens on Property securing the Debt under the Senior Revolving Credit Documents or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent or the First Lien Administrative Agent, as the case may be, such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the constituting Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted herebyhereby or the Credit Agreement, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens permitted by Section 9.03 of the Credit Agreement or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any GrantorGrantor or, in the case of the Pledged Securities of a Foreign Subsidiary, 66-2/3% of the capital stock or other equity interests of the Issuer thereof. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless promptly upon issuance the same are pledged and, if applicable, delivered to any amendment Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent a first priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any IssuerCompany, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, subject to Section 2.02(b) hereof, such Grantor shall accept the same as the agent of the Administrative Collateral Agent and the other Secured Parties, hold the same in trust for the Administrative Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer Company to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any IssuerCompany, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementIndenture), (iii) except for Liens permitted by Section 9.03 of the Credit Agreement and Section 4.08 of the Indenture, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by the Credit Agreement, enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Collateral Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Collateral Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (fCollateral Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to Collateral Agent pursuant to the terms hereof and subject to Section 2.02(b) Each Pledgor shall not agree hereof to any amendment the extent necessary to give Collateral Agent a second priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 8.103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such the Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, Issuer whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such the Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such the Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such the Grantor will not (except in each case as permitted by the Credit Agreement) (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests Interest of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests interest created by this Agreement or any other Security Instrument, Liens on Property securing the Debt under the Second Lien Term Loan Documents to the extent such Liens are permitted under the Credit Agreement, and Excepted Liens or (iv) enter into any agreement or undertaking restricting the right or ability of such the Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such The Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any the Grantor. Each The Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Collateral Agent and the other Secured Parties, hold the same in trust for the Administrative Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. (ba) Without the prior written consent of the Administrative Collateral Agent, such Grantor will not (except in each case as permitted by the Priority Lien Documents) (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests Interest of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementPriority Lien Documents), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests interest created by this Agreement or any other Security Document and Excepted Liens or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (cb) In the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (dc) Such Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Collateral Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Loan Agreement), (iii) except for Liens permitted by Section 9.03 of the Loan Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by the Loan Agreement enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to any amendment Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent a first priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock share certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents or such actions are taken in accordance with Section 5.04(a), vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Liens permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) 6.01 and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) 6.01 or Section 7.05 6.03 with respect to the Pledged Securities issued by it.. In the case of any Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent in substantially the form of Exhibit A. (d) Such Grantor shall furnish in the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest in Administrative Agent or its nominee as a substituted member of the Pledged Securities when LLC with all the rights, powers and as often as may be reasonably requested by the Administrative Agentduties of a member of such LLC. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing Partnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder. Each Pledgor will cause the LLC Agreement to include at all times an election to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant . (f) such Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) the Pledged Securities will at all times constitute not less than 100% of the rightsEquity Interests of the Issuer thereof owned by any Pledgor. Such Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares of any class of Equity Interests of such Issuer without the prior written consent of the Administrative Agent, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate except as otherwise permitted in the management of the business, to vote such Equity Interest and to receive distributions hereunderLoan Documents.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 8.103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) interests of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the US Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the US Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the US Administrative Agent so requests, signature guaranteed, to be held by the US Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.; provided, that the foregoing shall apply to 65% of such shares, interests or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the US Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests Capital Stock of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the US Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the US Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.02(a) and Section 7.05 5.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.02(d) or Section 7.05 5.03 with respect to the Pledged Securities issued by it.; (d) Such Grantor such Pledgor shall furnish to the US Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the US Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the US Administrative Agent.; and (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests Capital Stock of the Issuer thereof owned by any GrantorPledgor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the Capital Stock of such Issuer (except as otherwise noted on Schedule 2)). Each Grantor Such Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) interests of any class of capital stock or other Equity Interests Capital Stock of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provisions contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Pledgors are required to pledge 65% of the Capital Stock of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable certificates and stock powers duly executed in blank for such Capital Stock to the US Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, including any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Senior Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Security Agent and the other Secured Parties, hold the same in trust for the Administrative Security Agent and the other Secured Parties and deliver the same forthwith to the Administrative Security Agent in the exact form received, duly indorsed by such Grantor to the Administrative Security Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Security Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Security Agent so requests, signature guaranteed, to be held by the Administrative Security Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Security Agent, such Grantor will not (i) unless otherwise permitted herebyhereby or under the Senior Credit Agreement, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Senior Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens expressly permitted under Section 7.2 of the Senior Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Security Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Security Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Security Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Security Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Security Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor Such Grantor shall not agree not, without executing and delivering, or causing to be executed and delivered, to the Security Agent such agreements, documents and instruments as the Security Agent may reasonably require, issue or acquire any amendment of a partnership agreement, LLC agreement Capital Stock or other organic document relating to hold any Pledged Security that consists of an interest in any way adversely affects the perfection a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the security interest UCC, (iii) is held in a Securities Account or (iv) constitutes a Security or a Financial Asset. (g) Notwithstanding anything herein to the contrary, the delivery of any Collateral or any certificates, titles, Instruments, Chattel Paper or Documents evidencing or in connection with such Collateral to the Administrative Agent under and in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection accordance with the Credit AgreementSenior Debt Documents, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.the

Pledged Securities. (a) If such Grantor Obligor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Obligor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Obligor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Obligor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Obligor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Obligor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Loan Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Obligor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Obligor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(e) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) In the case of each Obligor that is a partner in a Partnership, such Obligor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Obligor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Obligor that is a member of an LLC, such Obligor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Obligor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question. (e) Such Grantor Obligor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Obligor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Obligor as a security under Section 8-103 of the UCC. (f) Each Obligor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (eg) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorObligor (or in the case of any Issuer owned by any Obligor that is a Foreign Subsidiary, not less than 65% of the Equity Interests of such Issuer). Each Grantor Obligor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesParty, hold the same in trust for the Administrative Agent and the other Secured Parties Party, and deliver the same forthwith promptly (and in any event within 30 days after their receipt) to the Administrative Agent Secured Party in the exact form received, duly indorsed by such Grantor to the Administrative AgentSecured Party, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent Secured Party covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent Secured Party so requests, signature guaranteed, to be held by the Administrative AgentSecured Party, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentSecured Party, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iiiii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Secured Party to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent Secured Party promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.01(b) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent Secured Party such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent Secured Party to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative AgentSecured Party. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Capital Stock of any IssuerPledged Entity, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent Requisite Holders covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuera Pledged Entity, such Issuer Pledged Entity agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities and Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.05(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities and Investment Property issued by it. (dc) Such Grantor shall furnish to Except as set forth in Schedule 2, the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests Capital Stock of the Issuer Pledged Entity thereof owned by any Grantor. Each Grantor will not permit any Issuer Pledged Entity of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests Capital Stock of such Issuer Pledged Entity without the prior written consent of the Requisite Holders or as may be permitted by the Note Purchase Agreement. (d) In the case of each Grantor which is a Pledged Entity, such Pledged Entity agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.05(a) with respect to the Investment Property issued by it and (iii) the terms of Section 7.01(c), shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) with respect to the Investment Property issued by it. (e) In the case of each Grantor that is a partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative AgentAgent or its nominee (on behalf of the Secured Parties) and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor that is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee (on behalf of the Secured Parties) and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC. (f) Each Pledgor Such Grantor shall not agree to any amendment of a partnership agreement, Partnership Agreement or an LLC agreement or other organic document relating to any Pledged Security Agreement that (i) in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Grantor hereunder or (ii) would, including with respect to any amendment electing Pledged Securities issued pursuant to treat the membership interest such Partnership Agreement or partnership interest of LLC Agreement, cause such Pledgor as a security under Section 8-103 Pledged Securities (1) to expressly provide that such Pledged Securities are securities governed by Article 8 of the Texas UCC. In the event of , (2) to be traded on securities exchanges or in securities markets, (3) to be Investment Company securities or (4) to be held in a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit AgreementAccount, unless (A) the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon is the exercise registered owner of such option by Pledged Securities or (B) the issuer of such Pledged Securities has agreed in an authenticated record with such Grantor and the Administrative Agent, its assignee or transferee, having all Agent to comply with any instructions of the rights, powers and privileges Administrative Agent without the consent of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderGrantor.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith within five (5) Business Days to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens permitted by Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex IV (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor shall not agree to If any amendment of a partnership agreement, LLC agreement or other organic document relating to Grantor acquires any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent Securities after executing this Agreement, it shall execute a Supplement to this Agreement in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest form of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner Annex III with respect to such Equity Interest, including, without limitation, Pledged Securities and deliver such Supplement to the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderAdministrative Agent promptly thereafter.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Permitted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and promptly deliver (but in any event within three (3) Business Days) the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereofhereof and of the Credit Agreement, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld, delayed or conditioned), such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist any Lien (except for Excepted Liens expressly permitted under Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or except as permitted by the Credit Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereofthereof (except as permitted by the Credit Agreement). (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor Such Grantor shall not agree not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any amendment of a partnership agreement, LLC agreement Capital Stock or other organic document relating to hold any Pledged Security that consists of an interest in any way adversely affects the perfection a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the security interest of the Administrative Agent UCC, (iii) is held in the Pledged Securities, including any amendment electing to treat the membership interest a Securities Account or partnership interest of such Pledgor as (iv) constitutes a security under Section 8-103 of the Texas UCC. In the event of a foreclosure Security or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderFinancial Asset.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Collateral Agent and the other Secured Parties, hold the same in trust for the Administrative Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Equity Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Equity Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementIndenture), (iii) except for Liens permitted by Section 4.10 of the Indenture, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by the Indenture enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Equity Issuer, such Equity Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c6.01(c) and Section 7.05 6.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.01(c) or Section 7.05 6.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be necessary (or required by the Administrative Agent Collateral Agent) to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be necessary (or reasonably requested by the Administrative Collateral Agent). (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Equity Issuer thereof owned by any Grantor; provided that the Pledged Securities shall not include any Excluded Property. Each Grantor will not permit any Equity Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Equity Issuer without the prior written consent of the Administrative Agent. Collateral Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to Collateral Agent pursuant to the terms hereof to the extent necessary to give Collateral Agent a second priority security interest (fsubject only to Liens permitted by Section 4.10 of the Indenture) Each Pledgor shall not agree to any amendment after such issue in at least the same percentage of a partnership agreement, LLC agreement such Equity Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any Promissory Notes, stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Capital Stock of any Pledged Security Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Note Purchase Agreement, such Grantor shall accept the same as for the agent benefit of the Administrative Agent and the other Secured PartiesCollateral Agent, hold the same in trust on behalf of and for the Administrative benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Collateral Agent and the Required Purchasers covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentRequired Purchasers, except to the extent permitted by the Note Purchase Agreement (or pursuant to or in connection with a transaction permitted by the Note Purchase Agreement), such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permitcause, any Pledged Security Issuer to issue any stock or other Equity Interests of any nature Capital Stock or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests Capital Stock of any nature Pledged Security Issuer (unless such Grantor complies with the terms of the Note Documents with respect to any Issuersuch additional issuance), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an a Pledged Security Issuer, and each other Pledged Security Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Pledged Security Issuer), such Pledged Security Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be reasonably required by the Administrative Collateral Agent or the Required Purchasers and/or is necessary to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Purchasers. (e) The Each Grantor acknowledges and agrees that, to the extent any interest in any limited liability company or limited partnership constituting Pledged Securities will at all times constitute not less than 100% hereunder is a “Security” within the meaning of Article 8 of the capital stock or other Equity Interests UCC and is governed by Article 8 of the Issuer thereof owned UCC, such interest shall be represented by any Grantora certificate. Each Grantor will further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership constituting Pledged Securities hereunder that is not permit any Issuer a “Security” within the meaning of any Article 8 of the Pledged Securities UCC, such Grantor shall at no time elect to issue treat any new shares (or other interests) such interest as a “Security” within the meaning of any class of capital stock or other Equity Interests of such Issuer without the prior written consent Article 8 of the Administrative AgentUCC, unless such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof. (f) Each Pledgor If any Grantor acquires any Capital Stock or Stock Equivalents that do not constitute Excluded Capital Stock or any Promissory Notes after executing this Agreement, such Capital Stock, Stock Equivalents and Promissory Notes shall not agree to any amendment of a partnership agreementautomatically constitute Collateral and, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects upon the perfection reasonable request of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Collateral Agent or its assignee or transfereethe Required Purchasers, at any of their option, will, without any further action or consent, become such Grantor shall promptly deliver a member or partner upon revised Schedule 2 which shall replace the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect then existing Schedule 2 to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderthis Agreement.

Pledged Securities. (a) If such Grantor the Guarantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor the Guarantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and Guaranteed Creditors, segregated from other Property of the other Secured Parties Guarantor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor the Guarantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor the Guarantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor the Guarantor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor the Guarantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor The Guarantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantorthe Guarantor. Each Grantor The Guarantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c8.01(c) and Section 7.05 8.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c8.01(c) or Section 7.05 8.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than (i) 100% of the capital stock or other Equity Interests equity interests of the domestic Issuer thereof owned by any Grantor or (ii) 65% of the capital stock or other equity interests of the foreign Issuer thereof owned by any Grantor. Each Except as permitted by the Credit Agreement, each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and, after the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and, after the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agentquestion. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant . (f) Each Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) If Upon the termination of all loans and commitments under the Senior Revolving Credit Documents, if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without Except as permitted under the Credit Agreement or except with the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist any Lien except for Liens securing the loans and commitments under the Senior Revolving Credit Documents and Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(cSection 7.01 (c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such any Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Pledged Security Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties, hold the same in trust for the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties and Parties, and, subject to the terms of the Intercreditor Agreement, deliver the same forthwith to the Administrative Control Agent in the exact form received, duly indorsed by such Grantor to the Administrative Control Agent, for the ratable benefit of the Secured Parties, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Control Agent, for the ratable benefit of the Secured Parties, subject to the terms hereof, as additional collateral security for the ObligationsIndebtedness. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless Unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)Indenture, no Grantor will (iiii) create, incur or permit to exist any Lien except for Excepted Liens or option options in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for (x) the security interests created by this Agreement Agreement, (y) the Liens in favor of the First Lien Creditors and (z) the other Permitted Liens created by operation of law, or (ivii) except for those undertakings or agreements contained in the charter or other organizational documents of the applicable Pledged Security Issuer or the First Lien Documents, enter into any agreement or undertaking restricting the right or ability of such any Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each If a Grantor which is an a Pledged Security Issuer, then such Issuer Grantor, as Pledged Security Issuer, agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c6.01(c) and Section 7.05 6.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.01(c) or Section 7.05 6.05 with respect to the Pledged Securities issued by it. (d) Such Each Grantor shall furnish to the Administrative Control Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by Securities, subject to the Administrative Agentterms of the Intercreditor Agreement. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Pledged Security Issuer thereof owned by any such Grantor. Each Except as permitted by the Indenture, Grantor will not permit any Pledged Security Issuer of any of the Pledged Securities (other than itself) to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Pledged Security Issuer without unless immediately upon issuance the prior written consent same are pledged to the Collateral Agent and, if applicable, delivered to the Control Agent pursuant to the terms hereof to the extent necessary to give Collateral Agent, for the ratable benefit of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of Secured Parties, a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the second priority security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereundertherein.

Pledged Securities. Upon the termination of all loans and commitments under the Senior Revolving Credit Documents, each Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.; (b) Without without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for Liens securing the loans and commitments under the Senior Revolving Credit Documents and the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.04 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.04 with respect to the Pledged Securities issued by it.. In the case of any Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent in substantially the form of Exhibit A; (d) Such Grantor shall furnish in the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest in Administrative Agent or its nominee as a substituted member of the Pledged Securities when LLC with all the rights, powers and as often as may be reasonably requested by the Administrative Agent.duties of a member of such LLC; (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant ; (f) such Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having ; and (g) the Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges Equity Interests of a member the Issuer thereof owned by any Pledgor (or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management case of any Issuer owned by any Pledgor that is a Foreign Subsidiary, not less than 65% of the businessEquity Interests of such Issuer). Such Pledgor will not, to vote the extent available to do so under the terms of the appropriate governing instruments, permit any Issuer of any of the Pledged Securities to issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.; provided, that the foregoing shall apply to 65% of such shares or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any capital stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any capital stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.02(a) and Section 7.05 5.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.02(d) or Section 7.05 5.03 with respect to the Pledged Securities issued by it.; (d) Such Grantor such Pledgor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent.; and (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorPledgor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the capital stock of such Issuer (except as otherwise noted on Schedule 2)). Each Grantor Such Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provisions contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Pledgors are required to pledge 65% of the capital stock of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable stock certificates and stock powers duly executed in blank for such capital stock to the Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agentquestion. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In UCC without the event prior written consent of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant the Administrative Agent. (f) Each Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) If such the Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, Issuer whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such the Grantor shall accept the same as the agent of the Administrative Collateral Agent and the other Secured Parties, hold the same in trust for the Administrative Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed endorsed by such the Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such the Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such the Grantor will not (except in each case as permitted by the Priority Lien Documents) (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests Interest of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementPriority Lien Documents), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests interest created by this Agreement or any other Security Document and Excepted Liens or (iv) enter into any agreement or undertaking restricting the right or ability of such the Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such The Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Collateral Agent. (ed) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any the Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. In the case of each Grantor, such Grantor agrees that: (a) If if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Grantor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Borrower Obligations.; provided, that the foregoing shall apply to 65% of such shares or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.04(a) and Section 7.05 5.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.04(d) or Section 7.05 5.05 with respect to the Pledged Securities issued by it.; (d) Such such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent.; provided that a requirement to cause an uncertificated Pledged Security to be certificated will not be required as long as the Administrative Agent has a first and prior security interest in such uncertificated Pledged Security; and (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorGrantor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). Each Such Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provision contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Grantors are required to pledge 65% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable stock certificates and stock powers duly executed in blank for all certificated Equity Interests to the Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(e) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agentquestion. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant . (f) Each Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. In the case of each Grantor, such Grantor agrees that: (a) If if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Grantor, and deliver the same forthwith to the US Administrative Agent in the exact form received, duly indorsed by such Grantor to the US Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the US Administrative Agent so requests, signature guaranteed, to be held by the US Administrative Agent, subject to the terms hereof, as additional collateral security for the Borrower Obligations.; provided, that the foregoing shall apply to 65% of such shares or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the US Administrative Agent, such Grantor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer (other than UCLP) to issue any stock or other Equity Interests Capital Stock of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the US Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the US Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.04(a) and Section 7.05 5.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.04(d) or Section 7.05 5.05 with respect to the Pledged Securities issued by it.; (d) Such such Grantor shall furnish to the US Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the US Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the US Administrative Agent.; and (e) The the Pledged Securities (except for LP Units and Subordinated Units) will at all times constitute not less than 100% of the capital stock or other Equity Interests Capital Stock of the Issuer thereof owned by any GrantorGrantor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the Capital Stock of such Issuer (except as otherwise noted on Schedule 2)). Each Such Grantor will not permit any Issuer of any of the Pledged Securities (other than UCLP) to issue any new shares (or other interests) of any class of capital stock or other Equity Interests Capital Stock of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provision contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Grantors are required to pledge 65% of the Capital Stock of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable stock certificates and stock powers duly executed in blank for such Capital Stock to the US Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without Except as permitted under the Credit Agreement or except with the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock Equity Interest certificate or other instrument (including, without limitation, any certificate or instrument representing a an Equity Interest dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) interests of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the US Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the US Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the US Administrative Agent so requests, signature guaranteed, to be held by the US Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.; provided that the foregoing shall apply only to 65% of such shares, interests or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the US Administrative Agent, such Grantor Pledgor will not not, unless otherwise expressly permitted hereby or under the other Loan Documents, (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the US Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the US Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.02(a) and Section 7.05 5.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.02(d) or Section 7.05 5.03 with respect to the Pledged Securities issued by it.; (d) Such Grantor such Pledgor shall furnish to the US Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the US Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the US Administrative Agent.; and (e) The the Pledged Securities (except for LP Units and Subordinated Units) will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorPledgor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). Each Grantor Such Pledgor will not permit any Issuer (other than EPLP) of any of the Pledged Securities to issue any new shares (or other interests) interests of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provisions contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Pledgors are required to pledge 65% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable certificates and stock powers duly executed in blank for such Equity Interests to the US Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by the Senior Revolving Credit Documents and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c6.02(a) and Section 7.05 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.02(d) or Section 7.05 6.03 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agentquestion. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In . (f) Upon the event termination of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant all loans and commitments under the Senior Revolving Credit Documents, each Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) . Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) . In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) . Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) . The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. In the case of each Grantor, such Grantor agrees that: (a) If if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties, segregated from other Secured Parties Property of such Grantor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.Indebtedness; provided, that the foregoing shall apply to 66% of such shares or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by Section 9.15 of the Credit Agreement, enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.04(d) and Section 7.05 5.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.04(d) or Section 7.05 5.05 with respect to the Pledged Securities issued by it.; (d) Such such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent.; provided that a requirement to cause an uncertificated Pledged Security to be certificated will not be required as long as the Administrative Agent has a first and prior security interest in such uncertificated Pledged Security; (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorGrantor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 66% of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). Each Such Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent.unless such shares are pledged pursuant to this Agreement; and (f) Each Pledgor notwithstanding any contrary provision contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Grantors are required to pledge 66% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable stock certificates and stock powers duly executed in blank for all certificated Equity Interests to the Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Parties in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such no Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens permitted by Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex I (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.3 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.3 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor shall not agree to If any amendment of a partnership agreement, LLC agreement or other organic document relating to Grantor acquires any Pledged Security that in any way adversely affects the perfection of the security interest of Securities required to be pledged to the Administrative Agent under Section 5.11 of the Credit Agreement after executing this Agreement, it shall at such time execute a Supplement to this Agreement in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest form of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner Annex II with respect to such Equity Interest, including, without limitation, Pledged Securities and deliver such Supplement to the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderAdministrative Agent promptly thereafter.

Pledged Securities. In the case of each Grantor, such Grantor agrees that: (a) If if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesCreditors, hold the same in trust for the Administrative Agent and the Secured Creditors, segregated from other Secured Parties Property of such Grantor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Borrower Obligations.; provided, that the foregoing shall apply to 65% of such shares or rights in the case of an Issuer that is a Foreign Subsidiary; (b) Without without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any capital stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any capital stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.04(a) and Section 7.05 5.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.04(d) or Section 7.05 5.05 with respect to the Pledged Securities issued by it.; (d) Such such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent.; and (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorGrantor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the capital stock of such Issuer (except as otherwise noted on Schedule 2)). Each Such Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agentunless such shares are pledged pursuant to this Agreement. (f) Each Pledgor Notwithstanding any contrary provision contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Grantors are required to pledge 65% of the capital stock of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable stock certificates and stock powers duly executed in blank for such capital stock to the Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Creditors in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesAgent, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.06(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. Each Grantor will use commercially reasonable efforts to have each non-Grantor Issuer execute and deliver an Acknowledgment and Consent substantially in the form of Annex I. In addition, each Grantor which is also either an Issuer or an owner of any Pledged Securities consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Securities to the Administrative Agent or its nominee following the occurrence and during the continuation of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Securities. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to any amendment Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent a first priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. (a) If such any Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Pledged Security Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties, hold the same in trust for the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties and Parties, and, subject to the terms of the Second Lien Intercreditor Agreement, deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless Unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), no Grantor will (iiii) create, incur or permit to exist any Lien except for Excepted Liens or option options in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for (x) the security interests created by this Agreement Agreement, (y) the Liens in favor of the Second Lien Creditor and (z) the other Permitted Liens created by operation of law, or (ivii) except for those undertakings or agreements contained in the charter or other organizational documents of the applicable Pledged Security Issuer or the Second Lien Security Documents (as defined in the Second Lien Intercreditor Agreement), enter into any agreement or undertaking restricting the right or ability of such any Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each If a Grantor which is an a Pledged Security Issuer, then such Issuer Grantor, as Pledged Security Issuer, agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c6.01(c) and Section 7.05 6.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.01(c) or Section 7.05 6.05 with respect to the Pledged Securities issued by it. (d) Such Each Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by Securities, subject to the Administrative Agentterms of the Second Lien Intercreditor Agreement. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Pledged Security Issuer thereof owned by any such Grantor. Each Except as permitted by the Credit Agreement, Grantor will not permit any Pledged Security Issuer of any of the Pledged Securities (other than itself) to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Pledged Security Issuer without unless immediately upon issuance the prior written consent same are pledged to the Collateral Agent and, if applicable, delivered to the Collateral Agent pursuant to the terms hereof to the extent necessary to give Collateral Agent, for the ratable benefit of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of Secured Parties, a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the second priority security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereundertherein.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, including any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted herebyhereby or under the Credit Agreement, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens expressly permitted under Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor Such Grantor shall not agree not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any amendment of a partnership agreement, LLC agreement Capital Stock or other organic document relating to hold any Pledged Security that consists of an interest in any way adversely affects the perfection a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the security interest of the Administrative Agent UCC, (iii) is held in the Pledged Securities, including any amendment electing to treat the membership interest a Securities Account or partnership interest of such Pledgor as (iv) constitutes a security under Section 8-103 of the Texas UCC. In the event of a foreclosure Security or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderFinancial Asset.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Permitted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor Pledgor shall become entitled to receive or shall receive any stock or equity certificate or other instrument (including, without limitation, any certificate or instrument representing a stock or equity dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted hereby, by the Credit Agreement or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, if such issuance would reduce (or is part of a transaction the results in the reduction of) the Loan Parties’ aggregate percentage Equity interests in such Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 7.01(c8.02(a) and Section 7.05 8.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c8.02(c) or Section 7.05 8.03 with respect to the Pledged Securities issued by it. In the case of any Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent. (d) Such Grantor shall furnish In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest in Administrative Agent or its nominee as a substituted member of the Pledged Securities when LLC with all the rights, powers and as often as may be reasonably requested by the Administrative Agentduties of a member of such LLC. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Such Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In , unless such Pledgor shall have taken the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure actions required pursuant to any Security Instrument executed Section 5.04(a) in connection with the Credit Agreement, respect of such amendment. (f) Each Pledgor shall furnish to the Administrative Agent such stock or its assignee or transferee, at any equity powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) The Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management Interests of the business, to vote such Equity Interest and to receive distributions hereunderIssuer thereof owned by any Pledgor.

Pledged Securities. In the case of each Pledgor, such Pledgor agrees that: (a) If except as set forth on Schedule 2, if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations.; provided, that (i) the foregoing shall apply to 65% of such shares or rights in the case of an Issuer that is a CFC or Excepted Subsidiary and (ii) with respect to an Issuer that is a CFC or Excepted Subsidiary, such Pledgor shall not be required to deliver any stock certificate to the extent prohibited due to a Governmental Requirement; (b) Without without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer that is a Restricted Subsidiary to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any such Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except as set forth in the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by Section 9.15 of the Credit Agreement, enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.; (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c5.03(d) and Section 7.05 5.04 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c5.03(d) or Section 7.05 5.04 with respect to the Pledged Securities issued by it.; (d) Such Grantor such Pledgor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be reasonably required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent.; provided that a requirement to cause an uncertificated Pledged Security to be certificated will not be required as long as the Administrative Agent has a first and prior security interest in such uncertificated Pledged Security; (e) The the Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any GrantorPledgor (or in the case of any Issuer that is a Foreign Subsidiary or an Excepted Subsidiary, not less than 65% of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). Each Grantor Such Pledgor will not permit any Issuer of any of the Pledged Securities that is a Restricted Subsidiary to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent.unless such shares are pledged pursuant to this Agreement; and (f) Each Pledgor notwithstanding any contrary provision contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries or Excepted Subsidiaries, the Pledgors are required to pledge 65% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and, except to the extent prohibited by a Governmental Requirement, to deliver the applicable stock certificates and stock powers duly executed in blank for all certificated Equity Interests to the Administrative Agent but shall not agree be required to take any amendment of a partnership agreement, LLC agreement or other organic document relating additional actions to any Pledged Security that in any way adversely affects the perfection of perfect the security interest of the Administrative Agent Secured Parties in the such Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted herebyby the Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens permitted by Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c6.1(c) and Section 7.05 6.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c6.1(c) or Section 7.05 6.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 65% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor shall not agree to If any amendment of a partnership agreement, LLC agreement or other organic document relating to Grantor acquires any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent Securities after executing this Agreement, it shall execute a Supplement to this Agreement in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest form of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner Annex II with respect to such Equity Interest, including, without limitation, Pledged Securities and deliver such Supplement to the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderAdministrative Agent promptly thereafter.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any Promissory Notes, stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests Capital Stock of any Pledged Security Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Note Purchase Agreement, such Grantor shall accept the same as for the agent benefit of the Administrative Agent and the other Secured PartiesCollateral Agent, hold the same in trust on behalf of and for the Administrative benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent (or, in accordance with Section 10.20, to the First Lien Collateral Agent) in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent (or, in accordance with Section 10.20, to the First Lien Collateral Agent), if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Collateral Agent and the Required Purchasers covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent (or, in accordance with Section 10.20, by the First Lien Collateral Agent), subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentRequired Purchasers, except to the extent permitted by the Note Purchase Agreement (or pursuant to or in connection with a transaction permitted by the Note Purchase Agreement), such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permitcause, any Pledged Security Issuer to issue any stock or other Equity Interests of any nature Capital Stock or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests Capital Stock of any nature Pledged Security Issuer (unless such Grantor complies with the terms of the Note Documents with respect to any Issuersuch additional issuance), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an a Pledged Security Issuer, and each other Pledged Security Issuer that executes the Acknowledgment and Consent in the form of Annex III (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Pledged Security Issuer), such Pledged Security Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Collateral Agent (or, in accordance with Section 10.20, to the First Lien Collateral Agent) such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be reasonably required by the Administrative Collateral Agent or the Required Purchasers and/or is necessary to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Purchasers. (e) The Each Grantor acknowledges and agrees that, to the extent any interest in any limited liability company or limited partnership constituting Pledged Securities will at all times constitute not less than 100% hereunder is a “Security” within the meaning of Article 8 of the capital stock or other Equity Interests UCC and is governed by Article 8 of the Issuer thereof owned UCC, such interest shall be represented by any Grantora certificate. Each Grantor will further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership constituting Pledged Securities hereunder that is not permit any Issuer a “Security” within the meaning of any Article 8 of the Pledged Securities UCC, such Grantor shall at no time elect to issue treat any new shares (or other interests) such interest as a “Security” within the meaning of any class of capital stock or other Equity Interests of such Issuer without the prior written consent Article 8 of the Administrative UCC, unless such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent (or, in accordance with Section 10.20, to the First Lien Collateral Agent) pursuant to the terms hereof. (f) Each Pledgor If any Grantor acquires any Capital Stock or Stock Equivalents that do not constitute Excluded Capital Stock or any Promissory Notes after executing this Agreement, such Capital Stock, Stock Equivalents and Promissory Notes shall not agree to any amendment of a partnership agreementautomatically constitute Collateral and, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects upon the perfection reasonable request of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Collateral Agent or its assignee or transfereethe Required Purchasers, at any of their option, will, without any further action or consent, become such Grantor shall promptly deliver a member or partner upon revised Schedule 2 which shall replace the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect then existing Schedule 2 to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderthis Agreement.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the constituting Pledged Securities, or otherwise in respect thereof, such Grantor shall (i) accept the same as the agent of the Administrative Agent and the other Secured Parties, or, subject to the Intercreditor Agreement, the Revolving Agent, (ii) hold the same in trust for the Administrative Agent and the other Secured Parties Parties, or, subject to the Intercreditor Agreement, the Revolving Agent and (iii) promptly deliver the same forthwith to the Administrative Agent Agent, or, subject to the Intercreditor Agreement, the Revolving Agent, in the exact form received, duly indorsed by such Grantor to the Administrative Agent, or, subject to the Intercreditor Agreement, the Revolving Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, or, subject to the Intercreditor Agreement, the Revolving Agent, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted herebyhereby or the Credit Agreement, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens permitted by Section 9.03 of the Credit Agreement or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.07(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent or, subject to the Intercreditor Agreement, the Revolving Agent, such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any GrantorGrantor or, in the case of the Pledged Securities of a Foreign Subsidiary, 66-2/3% of the capital stock or other equity interests of the Issuer thereof. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless promptly upon issuance the same are pledged and, if applicable, delivered to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent pursuant to the terms hereof or to the Revolving Agent pursuant to the terms of the Intercreditor Agreement to the extent necessary to give Administrative Agent a second priority security interest, subject only to the Senior Liens, after such issue in at least the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest same percentage of such Pledgor Issuer’s outstanding shares or other interests as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of Grantor had before such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock Capital Stock or other Equity Interests equity interests of any nature of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, except as otherwise provided herein or in the Credit Agreement, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock Capital Stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock Capital Stock or other Equity Interests equity interests of any nature of any IssuerIssuer (except pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens permitted by Section 7.2 of the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereofthereof (except pursuant to a transaction expressly permitted by the Credit Agreement). (c) In the case of each Grantor which is an Issuer, and each other Issuer that executes the Acknowledgment and Consent in the form of Annex IV (which the applicable Grantor shall use its commercially reasonable efforts to obtain from each such other Issuer), such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in subsection (a) of this Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c7.1(c) and Section 7.05 7.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c7.1(c) or Section 7.05 7.5 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock Capital Stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer , except Pledged Securities of any Foreign Subsidiary shall be limited to not more than 66% of the Pledged Securities to issue any new shares (or other interests) voting Capital Stock and 100% of any class of capital stock or other Equity Interests the non-voting Capital Stock of such Issuer without the prior written consent of the Administrative AgentForeign Subsidiary. (f) Each Pledgor shall not agree to If any amendment of a partnership agreement, LLC agreement or other organic document relating to Grantor acquires any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent Securities after executing this Agreement, it shall execute a Supplement to this Agreement in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest form of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner Annex III with respect to such Equity Interest, including, without limitation, Pledged Securities and deliver such Supplement to the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderAdministrative Agent promptly thereafter.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) except for Liens permitted by Section 9.03 of the Credit Agreement, create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) except as permitted by the Credit Agreement enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a6.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to any amendment Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent a first priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of interests as Grantor had before such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderissue.

Pledged Securities. In the case of each Pledgor, such Pledgor and the Pre-Petition First Lien Administrative Agent agree that notwithstanding anything to the contrary contained herein or in any other agreement, document or instrument: (a) If if such Grantor Pledgor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a an Equity Interest dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesGuaranteed Creditors, hold the same in trust for the Administrative Agent and the Guaranteed Creditors, segregated from other Secured Parties Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent, if required, together with an undated stock power or other equivalent transfer instrument of transfer, if applicable, acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without without the prior written consent of the Administrative Agent, such Grantor Pledgor will not (i) unless otherwise expressly permitted herebyhereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange exchange, or otherwise dispose Dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Permitted Liens or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In in the case of each Grantor which Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) 6.02 and Section 7.05 6.04 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) 6.02 or Section 7.05 6.04 with respect to the Pledged Securities issued by it.. In the case of any Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent in substantially the form of Exhibit A. (d) Such Grantor shall furnish in the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such stock Partnership with all the rights, powers and other equivalent instruments duties of transfer, if applicablea general partner or a limited partner, as the case may be be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to assure the transferability of and the perfection substitution of the security interest in Administrative Agent or its nominee as a substituted member of the Pledged Securities when LLC with all the rights, powers and as often as may be reasonably requested by the Administrative Agentduties of a member of such LLC. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, Partnership Agreement or LLC agreement or other organic document relating to any Pledged Security Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged SecuritiesPartnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant . (f) such Pledgor shall furnish to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of their option, will, without any further action or consent, become a member or partner upon the exercise of such option Pledged Securities when and as often as may be reasonably requested by the Administrative Agent, its assignee or transferee, having . (g) the Pledged Securities will at all times constitute not less than 100% of the rights, powers and privileges Equity Interests of a member the Issuer thereof owned by any Pledgor (or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management case of any Issuer owned by any Pledgor that is a Foreign Subsidiary, not less than sixty-five percent (65%) of the business, Equity Interests of such Issuer). Such Pledgor will not permit any Issuer of any of the Pledged Securities to vote issue any new shares of any class of Equity Interests of such Equity Interest and to receive distributions hereunderIssuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) If Subject to the terms of the Intercreditor Agreement, if such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any IssuerPledged Entity, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Collateral Agent and the other Secured Parties, hold the same in trust for the Administrative Collateral Agent and the other Secured Parties and deliver the same forthwith to the Administrative Collateral Agent in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without Subject in each case to the Intercreditor Agreement, without the prior written consent of the Administrative Collateral Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer Pledged Entity to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any IssuerPledged Entity, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit AgreementIndenture), (iii) create, incur or permit to exist any Lien except for Excepted Permitted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or the First Lien Security Instruments or (iv) enter into any agreement (other than this Agreement and the First Lien Security Instruments) or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuera Pledged Entity, such Issuer Pledged Entity agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) 6.09 with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Subject to the Intercreditor Agreement, such Grantor shall furnish to the Administrative Collateral Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Collateral Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Collateral Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof Pledged Entity owned by any Grantor. Each Grantor will not permit any Issuer of any of the applicable Pledged Securities Entity to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer Pledged Entity without the prior written consent of the Administrative Collateral Agent. (f) Each Pledgor Grantor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic organizational document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Collateral Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor Grantor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC membership interests in lieu of foreclosure pursuant to any Security Instrument collateral document executed in connection with the Credit Indenture (including this Agreement), subject to the terms of the Intercreditor Agreement, the Administrative Collateral Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Collateral Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interestequity interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest equity interest and to receive distributions hereunder.

Pledged Securities. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesAgent, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] Section 6.09(a6.07(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests equity interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests equity interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree Agent unless immediately upon issuance the same are pledged and, if applicable, delivered to any amendment Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent a first priority security interest after such issue in at least the same percentage of a partnership agreement, LLC agreement such Issuer’s outstanding shares or other organic document relating interests as Grantor had before such issue. To the extent required by the governing documents applicable to any Pledged Security that in any way adversely affects a relevant Issuer, each Grantor hereby consents to the perfection of the security interest of pledge, assignment and transfer to the Administrative Agent in of, and the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest granting of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of interest in, Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreementissued by such Issuer by each other Grantor hereunder, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunderas applicable.

Pledged Securities. (a) If such the Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwise in respect thereof, such the Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such the Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent instrument of transfer, if applicable, transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such the Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such the Grantor will not (i) unless otherwise permitted hereby, vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, in any case if such action would breach or otherwise violate the terms of the Credit Agreement or the other terms of this Agreement (including, without limitation, Section 6.09(e)), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by in compliance with the Credit Agreement), (iii) create, incur or permit to exist any Lien (except for Excepted Liens Permitted Liens) or any option in favor ofof any Person, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such the Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.09(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05 with respect to the Pledged Securities issued by it. (d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer, if applicable, as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class of capital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent. (f) Each Pledgor shall not agree to any amendment of a partnership agreement, LLC agreement or other organic document relating to any Pledged Security that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Securities, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the Texas UCC. In the event of a foreclosure or a taking of Pledged Securities consisting of partnership interests or LLC interests in lieu of foreclosure pursuant to any Security Instrument executed in connection with the Credit Agreement, the Administrative Agent or its assignee or transferee, at any of their option, will, without any further action or consent, become a member or partner upon the exercise of such option by the Administrative Agent, its assignee or transferee, having all of the rights, powers and privileges of a member or partner with respect to such Equity Interest, including, without limitation, the right to participate in the management of the business, to vote such Equity Interest and to receive distributions hereunder.