Common use of Pledged Securities Clause in Contracts

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required Unless an Event of Default shall have occurred and be continuing and the Subordinated Noteholder Representative shall have given notice to be pledged hereunder and under the Credit Agreement by such relevant Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of Subordinated Noteholder Representative’s intent to exercise its corresponding rights pursuant to Section 6.02(c), each Issuer owned by such Pledgor. All the shares Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and in the normal course of business of the relevant Issuer (other than liquidating or distributing dividends), to the extent permitted under the Transaction Documents. Any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any issuer of any Pledged Securities, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Subordinated Noteholder Representative, unless delivered to the Senior Agent, be delivered to the Subordinated Noteholder Representative to be held by it hereunder as additional collateral security for the Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in Subordinated Noteholder Representative (or the power to transfer Senior Agent), hold such money or property in trust for the Pledged Securities in which a Lien is granted by it hereunderSubordinated Noteholder Representative, free and clear segregated from other funds of any Liensuch Pledgor, as additional security for the Obligations. (b) There are no restrictions on transfer (that Unless an Event of Default shall have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest occurred and be continuing and the Partnership Subordinated Noteholder Representative shall have given notice to the relevant Pledgor of the Subordinated Noteholder Representative’s intent to exercise its corresponding rights pursuant to Section 6.02(c), each Pledgor shall be entitled to exercise all voting, consent and corporate, partnership or limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Pledgor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the this Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit Transaction Document or, without the prior consent of the Subordinated Noteholder Representative and the Subordinated Noteholders, enable or restrict permit any issuer of Pledged Collateral to issue any equity interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock of any issuer of Pledged Collateral other than as permitted by this Agreement. (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Subordinated Noteholder Representative of its intent to exercise such rights to the relevant Pledgor or Pledgors, and subject to the prior rights of the Senior Agent, (i) the grant of a security interest in Subordinated Noteholder Representative shall have the Pledged LLC Interests right to receive any and the Pledged Partnership Interestsall cash dividends, (ii) the perfection of such security interest payments, property or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies other Proceeds paid in respect of the Pledged LLC Interests Securities and make application thereof to the Obligations, and (ii) any or all of the Pledged Partnership InterestsSecurities shall be registered in the name of the Subordinated Noteholder Representative or its nominee, a transferee and (iii) the Subordinated Noteholder Representative or assignee its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability and other rights pertaining to such Pledged Securities at any meeting of a membership interest shareholders, partners or partnership interestmembers (or other equivalent body), as the case may be, of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such LLC Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or Partnershipother fundamental change in the organizational structure of any Issuer, or upon the exercise by any Pledgor or the Subordinated Noteholder Representative of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Subordinated Noteholder Representative may determine), all without liability except to account for property actually received by it, but the Subordinated Noteholder Representative shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (d) Upon the occurrence and during the continuance of an Event of Default, in order to permit the Subordinated Noteholder Representative to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, subject to any prior rights to the same items as may be held by the Senior Agent, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Subordinated Noteholder Representative all such proxies, dividend payment orders and other instruments as the Subordinated Noteholder Representative may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Subordinated Noteholder Representative an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, shall become a member calling special meetings of shareholders, partners or partnermembers, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such LLC Pledged Collateral or Partnershipany officer or agent thereof). (e) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the Subordinated Noteholder Representative in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Subordinated Noteholder Representative. (f) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any governmental authority, then all rights of the Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor ceases would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Subordinated Noteholder Representative (subject to any prior rights of the Senior Agent) who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Subordinated Noteholder Representative shall have no duty to exercise any such voting or other consensual rights and shall not be a member responsible for any failure to do so or partner, as the case may bedelay in so doing.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests equity interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement or by the Senior Guaranty and Pledge Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under On the Credit Agreement by such Pledgor are listed in Schedule 2. The date hereof, the shares of Pledged Securities Stock pledged by such Pledgor hereunder Grantor hereunder: (i) with respect to the shares of Pledged Stock issued by the Issuer and any other Restricted Subsidiary, have been duly authorized, validly issued and are fully paid and non-assessable, to the extent such concepts are applicable; and (ii) constitute (A) in the case of shares of a Domestic Subsidiary (other than a Foreign Subsidiary Holding Company), all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer directly owned by such Pledgor. All Grantor and (B) in the shares case of any Pledged Stock constituting Capital Stock of any class of any Foreign Subsidiary or Foreign Subsidiary Holding Company, 65% of the Pledged Securities have been duly outstanding voting Capital Stock of such class and validly issued and are fully paid and nonassessable; and all the non-voting Capital Stock of such Pledgor class of each relevant Issuer owned directly by such Grantor. (b) [Reserved.] (c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except the security interest created by this Agreement, Agreement and has rights Liens permitted by the Indenture. (d) Each Grantor represents and warrants that in or the power to transfer case of the Pledged Securities described in which this Agreement (other than Excluded Collateral) all stock certificates or notes, as applicable, representing such Pledged Securities in existence on the date hereof have been delivered to the Collateral Agent or the Credit Facility Agent (as defined in the Intercreditor Agreement) together with any proper endorsements executed in blank and upon completion of such delivery and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document), subject to the Intercreditor Agreement, the Collateral Agent shall have a fully perfected first priority Lien is granted by it hereunderon, free and clear security interest in, all right, title and interest of the Grantors in such Collateral (including any proceeds of any Lien. item of Collateral) (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in to the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of extent a security interest in such Collateral can be perfected through the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect delivery of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases Securities required to be a member or partner, as delivered on the case may beClosing Date).

Pledged Securities. (a) The Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.4(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Securities Stock and all payments made in respect of the Pledged Notes to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors (which notice shall not be required to be pledged hereunder and if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.7, and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledgor are listed Pledged Securities, and in Schedule 2. The shares connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged to comply with any instruction received by it hereunder, free from the Administrative Agent in writing that (x) states that an Event of any Default has occurred and all Liens or options is continuing and (y) is otherwise in favor of, or claims of, any other Person, except accordance with the security interest created by terms of this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or without any other agreement relating thereto which would limit or restrict (i) the grant of a security interest further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beso complying.

Pledged Securities. (a) The As of the date hereof, the Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorPledgor (or in the case of any Issuer that is a Foreign Subsidiary or FSHCO, sixty six percent (66%) of all the issued and outstanding shares of all classes of the Equity Interests of such Foreign Subsidiary or FSHCO). All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessablenonassessable (except as otherwise provided by law); and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free and clear of any and all Liens or options in favor of, or claims of, any other PersonLiens, except the security interest created by this Agreement and Liens permitted by the Credit Agreement, and has rights in or the power to transfer pledge the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There Except as otherwise disclosed to the Administrative Agent from time to time, there are no restrictions on transfer (that have not been waived or otherwise consented to) in the applicable LLC Agreement governing any Pledged LLC Interest and the applicable Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities Stock pledged by such Pledgor hereunder Grantor held by the Administrative Agent under the Loan Collateral Agreement and in which, pursuant to this Agreement and the Intercreditor Agreement, the Collateral Agent has a second security interest, constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each domestic Issuer owned by such Pledgor. Grantor. (b) All the shares of the Pledged Securities Stock have been duly and validly issued and are fully paid and nonassessable; . (c) Each of the Pledged Notes constitutes the legal, valid and such Pledgor binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (be) There are no restrictions on transfer (that have not been waived or otherwise consented to) in Pursuant to Section 8 of the LLC Agreement governing any Pledged LLC Interest and Intercreditor Agreement, the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict Administrative Agent has agreed, upon (i) the grant payment in full of a security interest all Lender Obligations (as defined in the Pledged LLC Interests Intercreditor Agreement) and the Pledged Partnership Interests, termination of all commitments to extend credit under the Senior Credit Facility and (ii) the perfection request of such security interest or the Trustee, to (iiix) provide a written acknowledgment of (i) above and that the exercise of remedies in respect of such perfected security interest Senior Secured Parties (as defined in the Pledged LLC Interests and Intercreditor Agreement) have no further rights under the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies Intercreditor Agreement in respect of the Pledged LLC Interests Collateral and (y) deliver to the Pledged Partnership Interests, a transferee or assignee Trustee any items of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate Collateral held in the management thereof and, upon the transfer possession of the entire interest of such PledgorAdministrative Agent, such Pledgor ceases to be a member or partner, provided that there are Trustee Obligations (as defined in the case may beIntercreditor Agreement) then outstanding.

Pledged Securities. (a) The Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Securities Stock and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other rights with respect to the Pledged Securities. (a) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors (which notice shall not be required to be pledged hereunder and if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledgor are listed Pledged Securities, and in Schedule 2. The shares connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (b) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged to comply with any instruction received by it hereunder, free from the Administrative Agent in writing that (x) states that an Event of any Default has occurred and all Liens or options is continuing and (y) is otherwise in favor of, or claims of, any other Person, except accordance with the security interest created by terms of this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or without any other agreement relating thereto which would limit or restrict (i) the grant of a security interest further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beso complying.

Pledged Securities. (a) The Set forth on Schedule II is a true, correct and complete list and description of all of the Pledged Securities Securities; (b) As of the date hereof, the Pledged Stock set forth on Part B of Schedule II constitutes all of the respective Capital Stock of each Grantor in Subsidiaries owned directly by such Grantor (except if such Subsidiary is a Foreign Subsidiary and the pledge of such Foreign Subsidiary Voting Stock greater than 66% is not required to be pledged hereunder pursuant to Section 2, then such Pledged Stock constitutes 66% of the respective Capital Stock of such Grantor in such Foreign Subsidiary); (c) As of the date hereof, the Pledged Stock set forth on Part C of Schedule II constitutes all of the respective Capital Stock of each Grantor in any corporation or other entity other than the Pledged Stock evidencing Capital Stock in Subsidiaries; (d) All of the Pledged Stock has been duly authorized, validly issued and under is fully paid and non-assessable and is not subject to any options to purchase or similar rights of any Person, and none of the Credit Agreement by Pledged Stock constitutes “margin stock” as defined in Regulation U; (e) To each of the Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and (f) Such Grantor is, and at the time of delivery of the Pledged Securities to the Secured Party, will be, the sole holder of record and the sole beneficial owner of such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of Grantor (including the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and acquired by such Pledgor is Grantor after the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, Closing Date) free and clear of any Lien. Lien thereon or affecting the title thereto (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in except for the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated Lien created by this Security Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be).

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities Stock pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer which is a Domestic Subsidiary owned by such Pledgor. Grantor and not more than 65% of the Capital Stock of each Issuer which is a Foreign Subsidiary owned by such Grantor. (b) All the shares of the Pledged Securities Stock, Pledged Partnership Interests and the Pledged LLC Interests pledged by such Grantor have been duly and validly issued and and, to the extent applicable, are fully paid and nonassessable; . (c) The Pledged Partnership Interests pledged by such Grantor constitute all the issued and outstanding partnership interests of each Issuer that is a partnership in which such Pledgor Grantor has any right, title or interest. (d) The Pledged LLC Interests pledged by such Grantor constitute all the issued and outstanding equity interests of each Issuer that is a limited liability company in which such Grantor has any right, title or interest. (e) As of the date hereof, to the best knowledge of such Grantor, each of the Pledged Notes and the documents comprising the Pledged Note Collateral constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As of the date hereof, no Grantor has sent any notice of default to the obligor under any Pledged Note or under any Pledged Note Collateral and to the applicable Grantor's knowledge, no state of facts exists which constitutes, or with notice or the passage of time or both would constitute, a default under the Pledged Notes or the Pledged Note Collateral. As of the date hereof, no Grantor has any knowledge of any offsets, counterclaims or defenses to the obligor's obligations under the Pledged Notes or the documents comprising the Pledged Note Collateral. (f) Such Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (bg) There are no restrictions on transfer (that have not been waived or otherwise consented to) Schedule 2 accurately reflects each Grantor's partnership interests and interests in the LLC Agreement governing any Pledged LLC Interest limited liability companies pledged by such Grantor and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, held as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bedate hereof.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been are duly and authorized, validly issued and are issued, fully paid and nonassessable; and such Pledgor is the record and beneficial owner ofnon-assessable, and has good title to, are owned and held by the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunderPledgors, free and clear of any LienLiens, other than those created pursuant to this Credit Agreement or Permitted Encumbrances and there are no restrictions on the transfer of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder. Except as set forth on Schedule 3.7, there are no outstanding rights, warrants, options, or agreements to purchase or otherwise acquire any shares of the stock or securities or obligations of any kind convertible into any shares of capital stock, of the issuers of the Pledged Securities. The Pledged Securities are owned by the Persons specified on Schedule 3.7. (b) There Except as set forth on Schedule 3.7, there are no restrictions on transfer (that have not been waived warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise consented toacquire, any shares of the capital stock or other equity interests of any issuer of any of the Pledged Securities; and there are no securities or obligations of any kind convertible into any shares of the capital stock or other equity interests of any issuer of any of the Pledged Securities. (c) Article 10 of this Credit Agreement creates in favor of the LLC Agreement governing any Pledged LLC Interest Administrative Agent (on behalf of the Administrative Agent, the Issuing Bank and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (iLenders) the grant of a valid, binding and enforceable security interest in, and Lien upon, all right, title and interest of the Pledgors in the Pledged LLC Interests Securities and the Pledged Partnership Interests, (ii) the perfection of such constitutes a fully perfected first and prior security interest or (iii) the exercise of remedies in respect of such perfected security and Lien upon all right, title and interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledgors in such Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beSecurities.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under In the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares case of all classes of Pledged Securities: (i) On or prior to the Equity Interests of each Issuer owned by such Pledgor. All Closing, Parent will be the shares owner of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lienlien, mortgage, pledge, charge, security interest or other encumbrance, except any lien released concurrently with the disposition of the Pledged Securities by Parent. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) On the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof andClosing Date, upon the transfer of the entire Pledged Securities to Subsidiary, Subsidiary will be the owner of the Pledged Securities free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance, except the lien of this Agreement and the Funding Note and any lien released concurrently with the acquisition of the Pledged Securities by Subsidiary, and at the time of Closing, Faxxxx Xax xhall be the pledgee of such Pledged Securities. (iii) Subsidiary will acquire the Pledged Securities in good faith and without notice of any adverse liens or claims, including, any federal tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended. No portion of the Pledged Securities will have been purchased by the Subsidiary with collateral or proceeds of collateral subject to the security interest of any third party. (iv) The information set forth with respect to the Pledged Securities in Schedule 1 to this Agreement is correct. (v) With respect to information set forth on "Exhibit A" to the Faxxxx Xae prospectus for the GTCs, dated October 23, 1995 relating to the "GNMA Securities" and "Mortgages" (each as defined such Pledgorprospectus) which underlie the Pledged Securities: (a) except as provided in subsections (b) and (c) below, the information is correct in all material respects; (b) information in the applicable footnote relating to Section 8 rent subsidies was obtained from the Department of Housing and Urban Development and accurately reflects the information so obtained; and (c) information under each of the headings "Mortgage Interest Rate" and "Lockout End Date" was calculated based upon publicly available information, the calculations used to produce such Pledgor ceases information were reasonable and such information as so calculated is correct in all material respects. (vi) As of the Closing, each Pledged Security shall have been duly and validly assigned to be Faxxxx Xax xnd duly and validly transferred to or deposited in an account designated by Faxxxx Mae; and Faxxxx Xax xhall have a member duly and validly perfected security interest in each such Pledged Security subject to no prior lien, mortgage, security interest, pledge, charge or partner, as the case may beother encumbrance.

Pledged Securities. (a) The shares of Pledged Securities Stock pledged by the Grantors hereunder constitute (i) the certificates representing the certificated shares of each of the Guarantors and each first-tier Domestic Subsidiary of such Guarantors, in each case to the extent owned by a Grantor and otherwise required to be pledged hereunder hereunder, and under (ii) the Credit Agreement by such Pledgor are listed in Schedule 2. The certificates representing 65% of the certificated shares of the Foreign Subsidiaries owned directly by a Grantor and otherwise required to be pledged hereunder, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (b) The Pledged Securities Partnership Interests pledged by such Pledgor hereunder each Grantor constitute all of the issued and outstanding shares of all classes of the Equity Interests partnership interests of each Issuer owned that is a partnership in which such Grantor has any right, title and interest. (c) The Pledged LLC Interests pledged by each Grantor constitute all of the issued and outstanding limited liability company interests of each Issuer that is a limited liability company in which such Pledgor. Grantor has any right, title and interest. (d) All the shares of the Pledged Securities Stock issued by Subsidiaries of Borrower and all of the Pledged LLC Interests and Pledged Partnership Interests have been duly and validly issued and are fully paid and nonassessable; nonassessable (to the extent applicable). (e) Each of the Intercompany Notes, and such Pledgor to the knowledge of the applicable Grantor, each of the other Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens and the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beFinal Order.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under In the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares case of all classes of Pledged Securities: (i) On or prior to the Equity Interests of each Issuer owned by such Pledgor. All Closing, Parent will be the shares owner of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lienlien, mortgage, pledge, charge, security interest or other encumbrance, except any lien released concurrently with the disposition of the Pledged Securities by Parent. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) On the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof andClosing date, upon the transfer of the entire Pledged Securities to Subsidiary, Subsidiary will be the owner of the Pledged Securities free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance, except the lien of this Agreement and the Funding Note and any lien released concurrently with the acquisition of the Pledged Securities by Subsidiary; and at the time of the Closing, Frxxxxx Xac shall be the pledgee of such Pledged Securities. (iii) Subsidiary will acquire the Pledged Securities in good faith and without notice of any adverse liens or claims, including, any federal tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended. No portion of the Pledged Securities will have been purchased by the Subsidiary with collateral or proceeds of collateral subject to the security interest of any third party. (iv) The information set forth with respect to the Pledged Securities in Schedule I to this Agreement is correct. (v) With respect to information set forth on "Exhibit A" to the Frxxxxx Xac offering circular for the SPSs, dated September 19, 1995 ("Offering Circular") relating to the "GNMA Certificates" and "Mortgages" (each as defined in the Offering Circular) which underlie the Pledged Securities: (a) except as provided in subsections (b) and (c) below, the information is correct in all material respects; (b) information under the heading "% Units Section 8" was obtained from the Department of Housing and Urban Development and accurately reflects the information so obtained; and (c) information under each of the headings "Mortgage Interest Rate" and "Lockout End Date" was calculated based upon publicly available information, the calculations used to produce such Pledgorinformation were reasonable and such information as so calculated is correct in all material respects. (vi) As of the Closing, each Pledged Security shall have been duly and validly assigned to Frxxxxx Xac and duly and validly transferred to or deposited in an account designated by Frxxxxx Xac; and Frxxxxx Xac shall have a duly and validly perfected security interest in each such Pledgor ceases Pledged Security subject to be a member no prior lien, mortgage, security interest, pledge, charge or partner, as the case may beother encumbrance.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens (other than those Liens as described in subsections (a), (b) and (h) of the definition of Excepted Liens) or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien (other than those Liens as described in subsections (a), (b) and (h) of the definition of Excepted Liens). (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, in respect of any Partnership or LLC Controlled by a Guarantor, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. Subject, in each case, to the Intercreditor Agreement and the Collateral Trust Agreement, upon both (x) the occurrence and during the continuance of an Event of Default and (y) either (i) the Notes Obligations have become due and payable at the end of their stated maturity and have not been paid, (ii) the other Secured Obligations have become due at their stated maturity and have not been paid, (iii) the Notes Obligations have been declared due and payable pursuant to Article Seven of the Indenture, or (iv) Collateral Trustee has given notice to Pledgor of Collateral Trustee’s intent to exercise its rights under Section 6.02: (a) The Pledged Securities required All rights of Pledgor to receive the dividends and interest payments which it would otherwise be pledged hereunder authorized to receive and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner ofretain pursuant to Section 4.02 shall cease, and has good title toall such rights shall thereupon become vested in Collateral Trustee who shall thereupon have the sole right to receive and hold as Collateral such dividends and interest payments, the Pledged Securities pledged by it hereunder, free of but Collateral Trustee shall have no duty to receive and hold such dividends and interest payments and shall not be responsible for any and all Liens failure to do so or options delay in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lienso doing. (b) There All dividends and interest payments which are no restrictions on transfer (that have not been waived or otherwise consented to) received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Collateral Trustee, shall be segregated from other funds of Pledgor and shall be promptly paid over to Collateral Trustee as Collateral in the LLC Agreement governing same form as so received (with any Pledged LLC Interest necessary endorsement). (c) Collateral Trustee may exercise any and the Partnership Agreement governing any Pledged Partnership Interest all rights of conversion, exchange, subscription or any other agreement relating thereto which would limit rights, privileges or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect options pertaining to any of the Pledged LLC Interests Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Partnership InterestsSecurities upon the merger, a transferee consolidation, reorganization, recapitalization or assignee other readjustment of a membership interest or partnership interest, as the case may be, any issuer of such LLC Pledged Securities or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer exercise by any such issuer or Collateral Trustee of any right, privilege or option pertaining to any of the entire interest Pledged Securities and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such Pledgorterms and conditions as it may determine, such Pledgor ceases all without liability except to account for property actually received by it, but Collateral Trustee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be a member responsible for any failure to do so or partner, as the case may bedelay in so doing.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder Schedule 5.3 sets forth, as of the Closing Date, a complete and under accurate list of the Credit Agreement by such Pledgor are listed in Schedule 2. The shares ownership of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer Borrower and their respective Subsidiaries. Each Loan Party represents and warrants that (i) all Pledged Securities owned by it with respect to any Material Subsidiary have been duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Securities, either such Pledgor. All certificates are Securities as defined in Article 8 of the shares Uniform Commercial Code as a result of actions by the issuer or otherwise, or, if such certificates are not Securities as defined in Article 8 of the Uniform Commercial Code, such Loan Party has so informed the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such certificates to become Securities as defined in Article 8 of the Uniform Commercial Code without the Lender’s prior written consent, and (iii) all such Pledged Securities held by a securities intermediary are covered by a control agreement among such Loan Party, the securities intermediary and the Lender pursuant to which the Lender has Control. (i) None of the Pledged Securities have has been duly and validly issued and are fully paid and nonassessable; and such Pledgor is or transferred in violation of the record and beneficial owner ofsecurities registration, and has good title to, the Pledged Securities pledged by it hereunder, free securities disclosure or similar laws of any and all Liens jurisdiction to which such issuance or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interestsmay be subject, (ii) except as set forth on Schedule 5.3, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Securities or which obligate the perfection issuer of such security interest or any Pledged Securities to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for the pledge by such Loan Party of such Pledged Securities pursuant to this Agreement or for the exercise of remedies in respect of such perfected security interest in by the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise Lender of remedies in respect of the Pledged LLC Interests Securities, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (i) Each Borrower hereby grants a security interest in and pledges and collateral assigns all of each Borrower’s rights and title to the Pledged Securities. For the better protection of the Lender, the Borrowers shall execute appropriate transfer powers with respect to the Pledged Securities and, concurrently therewith, deposit the Pledged Securities and the aforesaid transfer powers with the Lender promptly upon Lender’s request. (ii) Each Borrower authorizes the Lender, at any time after the occurrence and during the continuance of an Event of Default, to transfer the Pledged Partnership InterestsSecurities into the name of the Lender or the Lender’s nominee, a transferee but the Lender shall be under no duty to do so. Notwithstanding any provision or assignee inference herein or elsewhere to the contrary, unless and until there shall have occurred an Event of Default (A) the Lender shall have no right to vote the Pledged Securities unless an Event of Default shall be continuing and the Lender shall have given the Borrower Representative five (5) days’ prior notice of its intention to vote such Pledged Securities, and (B) the Borrowers shall be entitled to receive and retain (free from the lien of the Lender once paid) all dividends and other distributions made with respect to the Pledged Securities during any period that an Event of Default was not continuing unless the payment of such dividends or distributions caused an Event of Default. (iii) Except as otherwise provided herein, the Lender shall at all times have the rights and remedies of a membership interest secured party under the Uniform Commercial Code and Ohio law as in effect from time to time, in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, the Notes or partnership interestany other Loan Document, or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default hereunder, the Lender, in its sole discretion, may sell, assign, transfer and deliver the Pledged Securities, at any time, or from time to time. The Lender shall give the Borrower Representative no fewer than ten days prior notice of either the time and place of any public sale of the Pledged Securities or of the time after which any private sale or other intended disposition thereof is to be made. At any such public sale, the Lender may purchase the Pledged Securities, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Lender may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as the case Lender in its sole discretion may bedeem advisable. Any excess, of such LLC or Partnership, as to the case may beextent permitted by law, shall become a member or partner, as be paid to the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beBorrowers.

Pledged Securities. (a) The Each Loan Party recognizes that Agent may be unable to effect a public sale of any or all the Pledged Securities required by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws (the “Securities Laws”), but may be compelled to resort to one or more private sales thereof to a restricted group of qualified purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof or in some other manner that will not require the Pledged Securities to be pledged hereunder registered in accordance with the Securities Laws. Each Loan Party acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Agent shall be under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares no obligation to delay a sale of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares any of the Pledged Securities for the period of time necessary to permit the issuer to register such securities for public sale under the Securities Laws, even if the issuer would agree to do so. Each Loan Party acknowledges that any such private sale shall be deemed to have been duly made in a commercially reasonable manner and validly issued and are fully paid and nonassessable; and such Pledgor is that Agent has no obligation to delay the record and beneficial owner of, and has good title to, sale of any of the Pledged Securities pledged by to permit the issuer thereof to register it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except for public sale under the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLaws. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) Agent is authorized, in the LLC Agreement governing connection with any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict such sale, to (i) restrict the grant prospective bidders on or purchasers of a security interest in any of the Pledged LLC Interests Securities to a limited number of sophisticated investors who will represent that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, and (ii) impose such other limitations or conditions in connection with any such sale as Agent reasonably deems necessary in order to comply with Applicable Law. Each Loan Party shall execute and deliver such documents and take such other action as Agent reasonably deems necessary in order that any such sale may be made in compliance with Applicable Law. Upon any such sale, Agent may deliver, assign, and transfer to the purchaser thereof the Pledged Partnership InterestsSecurities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of the Loan Parties of whatsoever kind, including any equity or right of redemption of the Loan Parties. Each Loan Party, to the extent permitted by Applicable Law, hereby specifically waives all rights of redemption, stay, or appraisal that he has or may have under any law now existing or hereafter enacted. (c) Without limiting the foregoing, or imposing upon Agent any obligations or duties not required by Applicable Law, each Loan Party acknowledges that, in foreclosing upon any of the Pledged Securities or exercising any other rights or remedies provided Agent hereunder or under Applicable Law, Agent may, but shall not be required to, (i) qualify or restrict prospective purchasers of the Pledged Securities and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to such prospective purchasers’ receipt of information regarding the Pledged Securities or participation in any public or private foreclosure sale process, (ii) provide to prospective purchasers business and financial information regarding issues available in the perfection files of Agent at the time of commencing the foreclosure process, without the requirement that Agent obtain, or seek to obtain, any updated business or financial information or verify, or certify to prospective purchasers, the accuracy of any such security interest business or financial information, or (iii) the exercise of remedies in respect of such perfected security interest in offer for sale and sell the Pledged LLC Interests and Securities with, or without, first employing an appraiser, investment banker, or broker with respect to the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect evaluation of the Pledged LLC Interests and Securities, the solicitation of purchasers for the Pledged Partnership InterestsSecurities, a transferee or assignee the manner of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer sale of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bePledged Securities.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor the Guarantor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor the Guarantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgorthe Guarantor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor the Guarantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof (subject to any limitations in any partnership agreement applicable to management of the partnership by a limited partner) and, upon the transfer of the entire interest of such Pledgorthe Guarantor, such Pledgor ceases the Guarantor shall cease to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement Indenture by such Pledgor Grantor are listed in Schedule 22 (as such schedule may be updated from time to time). The shares of Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer Pledged Entity owned by such PledgorGrantor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest interests created by this AgreementAgreement and other Liens permitted by the Indenture, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Pledged LLC Interests or PartnershipPledged Partnership Interests, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such PledgorGrantor, such Pledgor Grantor ceases to be a member or partner, as the case may bebe of such LLC or Partnership.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorPledgor (or in the case of any Issuer that is a Foreign Subsidiary, 65% of all the issued and outstanding shares of all classes of the Equity Interests of such Issuer). All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, and has the power to transfer, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by the Liens securing the loans and commitments under the Senior Revolving Credit Documents and this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the applicable LLC Agreement governing any Pledged LLC Interest and the applicable Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement, except for such restrictions set forth in the Senior Revolving Credit Documents. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder Schedule 5.3 sets forth, as of the Closing Date, a complete and under accurate list of the Credit Agreement by such Pledgor are listed in Schedule 2. The shares ownership of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer Borrower (other than Borrower Representative, which is publicly traded) and their respective Subsidiaries, if any. Each Loan Party represents and warrants that (i) all Pledged Securities owned by it have been duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Securities, either such Pledgor. All certificates are Securities as defined in Article 8 of the shares Uniform Commercial Code as a result of actions by the issuer or otherwise, or, if such certificates are not Securities as defined in Article 8 of the Uniform Commercial Code, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such certificates to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, (iii) with respect to any Pledged Securities not represented by certificates, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such uncertificated Pledged Securities to become represented by certificates or to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, and (iv) all such Pledged Securities held by a securities intermediary are covered by a control agreement among such Loan Party, the securities intermediary and the Agent pursuant to which the Agent has Control. (i) None of the Pledged Securities have has been duly and validly issued and are fully paid and nonassessable; and such Pledgor is or transferred in violation of the record and beneficial owner ofsecurities registration, and has good title to, the Pledged Securities pledged by it hereunder, free securities disclosure or similar laws of any and all Liens jurisdiction to which such issuance or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interestsmay be subject, (ii) except as set forth on Schedule 5.3, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Securities or which obligate the perfection issuer of such security interest or any Pledged Securities to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for the pledge by such Loan Party of such Pledged Securities pursuant to this Agreement or for the exercise of remedies in respect of such perfected security interest in by the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise Agent of remedies in respect of the Pledged LLC Interests Securities, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (i) Each Borrower hereby grants a security interest in and pledges and collaterally assigns all of each Borrower’s rights and title to the Pledged Securities. For the better protection of the Agent and the Lenders hereunder, the Borrowers shall execute appropriate transfer powers with respect to the Pledged Partnership InterestsSecurities represented by certificates and, a transferee concurrently therewith, deliver such the Pledged Securities and the aforesaid transfer powers with the Agent promptly upon Agent’s request. (ii) Each Borrower authorizes the Agent, at any time after the occurrence of an Event of Default, to transfer the Pledged Securities into the name of the Agent or assignee the Agent’s nominee, but the Agent shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, unless and until there shall have occurred an Event of Default (A) the Agent shall have no right to vote the Pledged Securities, and (B) the Borrowers shall be entitled to receive and retain (free from the lien of the Agent once paid) all dividends and other distributions made with respect to the Pledged Securities prior to an Event of Default, unless the payment of such dividends or distributions caused an Event of Default (and for clarification, Borrowers may in all cases receive and retain (free from the lien of the Agent once paid) dividends permitted by this Agreement made prior to an Event of Default). (iii) The Agent shall at all times have the rights and remedies of a membership interest secured party under the Uniform Commercial Code and Ohio law as in effect from time to time, in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, the Notes or partnership interestany other Loan Document, or otherwise provided in law or equity. Upon the occurrence of an Event of Default hereunder, the Agent, in its sole discretion, may sell, assign, transfer and deliver the Pledged Securities, at any time, or from time to time. No prior notice need be given to the Borrowers or to any other Person in the case of any sale of the Pledged Securities that the Agent reasonably determines to be declining speedily in value or that is customarily sold in any securities exchange, over-the-counter market or other recognized market, but in any other case the Agent shall give the Borrower Representative no fewer than ten days prior notice of either the time and place of any public sale of the Pledged Securities or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Agent may purchase the Pledged Securities, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Agent may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as the case Agent in its sole discretion may bedeem advisable. Any excess, of such LLC or Partnership, as to the case may beextent permitted by law, shall become a member or partner, as be paid to the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beBorrowers.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorIssuer. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the applicable LLC Agreement governing any Pledged LLC Interest and the applicable Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute (x) in the case of the Equity Interests referred to in paragraph (a)(i) of the definition of Pledged Securities, all the issued and outstanding shares of all classes of the Equity Interests of each Pledged Issuer owned by such PledgorPledgor as set forth on Schedule 2 or (y) in the case of the Equity Interests referred to in paragraph (a)(ii) of the definition of Pledged Securities, not more than 35% of the total combined voting power of all classes of the Equity Interests of any non U.S. Subsidiary owned by such Pledgor as set forth on Schedule 2. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens and the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien except Permitted Liens. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement applicable Organizational Document governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Equity Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Equity Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Equity Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Equity Interests, a transferee or assignee of a membership interest membership, partnership, shareholder or partnership other interest, as the case may be, of such LLC or PartnershipPledged Issuer, as the case may be, shall become a member member, partner, shareholder or partnerother owner, as the case may be, of such LLC or PartnershipPledged Issuer, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member member, partner, shareholder or partnerother owner, as the case may be. (c) There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Equity Interest. (d) Other than the U.S. Pledge Agreement, if applicable, there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which any Pledgor would be required to sell, redeem or otherwise dispose of any Pledged Equity Interests or under which any Pledged Issuer has any obligation to issue any Securities of such Pledged Issuer to any Person.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been are duly and authorized, validly issued and are issued, fully paid and nonassessable; and such Pledgor is the record and beneficial owner ofnon-assessable, and has good title to, are owned and held by the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunderPledgors, free and clear of any LienLiens, other than those created pursuant to this Credit Agreement and other Permitted Encumbrances, and there are no restrictions on the transfer of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedules 3.7(a) and (b). (b) There Except as set forth on Schedules 3.7(a) and (b), there are no restrictions on transfer (that have not been waived outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise consented toacquire, any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Securities; and there are no securities or obligations of any kind convertible into any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Securities. (c) Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), Article 10 of this Credit Agreement creates in favor of the Administrative Agent (on behalf of itself, the Issuing Bank and the Lenders) a valid, binding and enforceable security interest in, and subject to the Orders first priority Lien upon, all right, title and interest of the Pledgors in the LLC Agreement governing any Pledged LLC Interest Securities and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of constitutes a fully perfected first priority security interest in and Lien upon all right, title and interest of the Pledgors in such Pledged LLC Interests Securities, provided, that the definitive instruments (if any) representing all Pledged Securities shall have been delivered to the Administrative Agent (and the Pledged Partnership Interests, (ii) the perfection Administrative Agent has taken possession or control of such security interest or Pledged Securities) together (iii) the exercise of remedies in respect of such perfected security interest in the case of Pledged LLC Interests and Securities comprising capital stock) with appropriate undated stock powers (or any comparable document for non-corporate entities to the Pledged Partnership Interests, extent certificated) endorsed or executed in each case, blank by the appropriate Pledgor as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may berequired under Section 10.1 hereof.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in on Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorPledgor (or in the case of any Issuer that is a Foreign Subsidiary, 65% of all the issued and outstanding shares of all classes of the Equity Interests of such Issuer). All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims Claims of, any other Person, except Permitted Liens and the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien except for Permitted Liens. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the applicable LLC Agreement governing any Pledged LLC Interest and the applicable Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Loan Agreement by such Pledgor Obligor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor Obligor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorObligor (or in the case of any Issuer that is a Foreign Subsidiary, 65% of all the issued and outstanding shares of all classes of the Equity Interests of such Issuer). All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor Obligor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such PledgorObligor, such Pledgor Obligor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares (or such other interests) of Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares (or such other interests) of all classes of the Equity Interests of each Issuer owned by such PledgorGrantor. All the shares (or such other interests) of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge of such Pledged Securities hereunder have been paid and such Pledgor Grantor is the record and beneficial owner of, and has good title to, the such Pledged Securities pledged by it hereunder, free of any and all Liens (except for Permitted Encumbrances), options, warrants, puts, calls, or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or full right and authority to pledge the Pledged Securities for the purposes and upon the terms set out herein and the power to transfer the Pledged Securities in which a Lien is granted by it hereunderSecurities, free and clear of any Lien. Lien (b) There except for Permitted Encumbrances). No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Pledged Securities. Except to the extent permitted by the Credit Agreement, there are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement Organizational Documents, or other agreement or document governing any the Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest Securities or any other agreement relating thereto which would limit or restrict (ia) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership InterestsSecurities, (iib) the perfection of such security interest or (iiic) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, Securities; in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership InterestsSecurities, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may bePerson, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may bePerson, entitled to participate in the management thereof and, upon the transfer of the entire interest of such PledgorGrantor, such Pledgor ceases Grantor shall cease to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly authorized and validly issued by the issuers thereof and are fully paid and nonassessable; . Each Pledgor owns good and such Pledgor is valid title to all the record and beneficial owner of, and has good title to, the outstanding Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power listed on SCHEDULE 2 hereto with respect to transfer the Pledged Securities in which a Lien is granted by it hereundersuch Pledgor, free and clear of all Liens, other than the Liens of the Collateral Documents, of every kind, whether absolute, matured, contingent or otherwise. None of the Pledged Securities is subject to options to purchase, rights of first refusal or similar rights of any Lien. (b) There are no restrictions on transfer (that have not been waived person. No Pledgor is nor will become a party to or otherwise consented to) bound by any agreement, shareholders agreement, partnership agreement, operating agreement, charter or by-law provision or contractual restriction other than this Agreement, which restricts, prohibits, impairs or delays in any manner the LLC rights of any present or future holder of any of the Pledged Securities with respect thereto, the pledge of Collateral hereunder or the sale or disposition of Collateral pursuant hereto after the occurrence of an Event of Default or the exercise by the Administrative Agent of its rights and remedies hereunder. The Pledged Securities constitute and will at all times constitute 100% of the Capital Stock of each Subsidiary of the Pledgor (except for smaller percentages set forth on Schedule 3.08 of the Credit Agreement governing or as may be otherwise expressly permitted by the Credit Agreement); PROVIDED, THAT, with respect to any Foreign Subsidiary that is a Restricted Subsidiary, the Pledged LLC Interest Securities shall constitute 65% of the Capital Stock of such Foreign Subsidiary to the extent, and for so long as, the Partnership Agreement governing pledge of any Pledged Partnership Interest or any other agreement relating thereto which greater percentage would limit or restrict have adverse tax consequences for such Pledgor. Each Pledgor (i) has the grant of a security interest power and authority to pledge the Collateral pledged by it hereunder in the Pledged LLC Interests manner hereby done or contemplated and the Pledged Partnership Interests, (ii) will defend its title or interest thereto or therein against any and all Liens (other than the perfection Lien of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement), however arising, of all persons whomsoever. Upon No consent or approval of any Governmental Authority or any securities exchange was or is necessary to the exercise of remedies in respect validity of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bepledges effected hereby.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by the Senior Revolving Credit Documents and this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien except those Liens created by the Senior Revolving Credit Documents. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly authorized and validly issued by the issuers thereof and are fully paid and nonassessable; . Each Pledgor owns good and such Pledgor is valid title to all the record and beneficial owner of, and has good title to, the outstanding Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power listed on Schedule 2 hereto with respect to transfer the Pledged Securities in which a Lien is granted by it hereundersuch Pledgor, free and clear of all Liens, other than the Liens of the Collateral Documents, of every kind, whether absolute, matured, contingent or otherwise. None of the Pledged Securities is subject to options to purchase, rights of first refusal or similar rights of any Lien. (b) There are no restrictions on transfer (that have not been waived person. No Pledgor is nor will become A party to or otherwise consented to) bound by any agreement, shareholders agreement, partnership agreement, operating agreement, charter or by-law provision or contractual restriction other than this Agreement, which restricts, prohibits, impairs or delays in any manner the LLC rights of any present or future holder of any of the Pledged Securities with respect thereto, the pledge of Collateral hereunder or the sale or disposition of Collateral pursuant hereto after the occurrence of an Event of Default or the exercise by the Collateral Agent of its rights and remedies hereunder. The Pledged Securities constitute and will at all times constitute 100% of the Capital Stock of each Subsidiary of the Pledgor (except for smaller percentages set forth on Schedule 3.08 of the Credit Agreement governing any Pledged LLC Interest and Schedule 5.4 of the Note Agreements or as may be otherwise expressly permitted by the Credit Agreement and the Partnership Agreement governing Note Agreements); provided, that, with respect to any Foreign Subsidiary that is a Restricted Subsidiary, the Pledged Partnership Interest or Securities shall constitute 65% of the Capital Stock of such Foreign Subsidiary to the extent, and for so long as, the pledge of any other agreement relating thereto which greater percentage would limit or restrict have adverse tax consequences for such Pledgor. Each Pledgor (i) has the grant of a security interest power and authority to pledge the Collateral pledged by it hereunder in the Pledged LLC Interests manner hereby done or contemplated and the Pledged Partnership Interests, (ii) will defend its title or interest thereto or therein against any and all Liens (other than the perfection Lien of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement), however arising, of all persons whomsoever. Upon No consent or approval of any Governmental Authority or any securities exchange was or is necessary to the exercise of remedies in respect validity of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bepledges effected hereby.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i1) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii2) the perfection of such security interest or (iii3) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder Schedule 5.3 sets forth, as of the ClosingFirst Amendment Effective Date, a complete and under accurate list of the Credit Agreement by such Pledgor are listed in Schedule 2. The shares ownership of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer Borrower (other than Borrower Representative, which is publicly traded) and their respective Subsidiaries, if any. Each Loan Party represents and warrants that (i) all Pledged Securities owned by it have been duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Securities, either such Pledgor. All certificates are Securities as defined in Article 8 of the shares Uniform Commercial Code as a result of actions by the issuer or otherwise, or, if such certificates are not Securities as defined in Article 8 of the Uniform Commercial Code, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such certificates to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, (iii) with respect to any Pledged Securities not represented by certificates, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such uncertificated Pledged Securities to become represented by certificates or to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, and (iv) all such Pledged Securities held by a securities intermediary are covered by a control agreement among such Loan Party, the securities intermediary and the Agent pursuant to which the Agent has Control. (i) None of the Pledged Securities have has been duly and validly issued and are fully paid and nonassessable; and such Pledgor is or transferred in violation of the record and beneficial owner ofsecurities registration, and has good title to, the Pledged Securities pledged by it hereunder, free securities disclosure or similar laws of any and all Liens jurisdiction to which such issuance or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interestsmay be subject, (ii) except as set forth on Schedule 5.3, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Securities or which obligate the perfection issuer of such security interest or any Pledged Securities to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for the pledge by such Loan Party of such Pledged Securities pursuant to this Agreement or for the exercise of remedies in respect of such perfected security interest in by the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise Agent of remedies in respect of the Pledged LLC Interests Securities, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (i) Each Borrower hereby grants a security interest in and pledges and collaterally assigns all of each Borrower’s rights and title to the Pledged Securities. For the better protection of the Agent and the Lenders hereunder, the Borrowers shall execute appropriate transfer powers with respect to the Pledged Partnership InterestsSecurities represented by certificates and, a transferee concurrently therewith, deliver such Pledged Securities and the aforesaid transfer powers to the Agent promptly upon Agent’s request. (ii) Each Borrower authorizes the Agent, at any time after the occurrence of an Event of Default, to transfer the Pledged Securities into the name of the Agent or assignee the Agent’s nominee, but the Agent shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, unless and until there shall have occurred an Event of Default (A) the Agent shall have no right to vote the Pledged Securities, and (B) the Borrowers shall be entitled to receive and retain (free from the lien of the Agent once paid) all Capital Distributions made with respect to the Pledged Securities prior to an Event of Default, unless the payment of such Capital Distributions caused an Event of Default (and for clarification, Borrowers may in all cases receive and retain (free from the lien of the Agent once paid) Capital Distributions permitted by this Agreement made prior to an Event of Default). (iii) The Agent shall at all times have the rights and remedies of a membership interest secured party under the Uniform Commercial Code and Ohio law as in effect from time to time, in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, the Notes or partnership interestany other Loan Document, or otherwise provided in law or equity. Upon the occurrence of an Event of Default hereunder, the Agent, in its sole discretion, may sell, assign, transfer and deliver the Pledged Securities, at any time, or from time to time. No prior notice need be given to the Borrowers or to any other Person in the case of any sale of the Pledged Securities that the Agent reasonably determines to be declining speedily in value or that is customarily sold in any securities exchange, over-the-counter market or other recognized market, but in any other case the Agent shall give the Borrower Representative no fewer than ten days prior notice of either the time and place of any public sale of the Pledged Securities or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Agent may purchase the Pledged Securities, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Agent may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as the case Agent in its sole discretion may bedeem advisable. Any excess, of such LLC or Partnership, as to the case may beextent permitted by law, shall become a member or partner, as be paid to the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beBorrowers.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares (or other interests) of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares (or other interests) of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. The Company, to the best of its knowledge, represents the following as pledged securities: 10,351,560 shares of (Common and Preferred) stock of Information Intellect, Inc. were issued to Xxxx Development Corp. 760,000 shares of capital stock, which represents 100% of the outstanding shares in Riptide Software, Inc. were issued to Xxxx development Corp. 100 shares of Common Stock, which represents 100% ownership in Bravera, Inc. were issued to Xxxx Development Corp. Security Agreement dated as of July 11, 2007 made by the Secured Parties identified therein (the “Security Agreement”) Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a) The Pledged Securities required to be pledged hereunder and an Additional Debtor under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Security Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth in Section 4 therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are no restrictions on transfer (that have not been waived or otherwise consented to) in supplemental and/or replacement Schedules to the LLC Agreement governing any Pledged LLC Interest Security Agreement, as applicable. An executed copy of this Joinder shall be delivered to the Secured Parties, and the Partnership Agreement governing any Pledged Partnership Interest Secured Parties may rely on the matters set forth herein on or any other agreement relating thereto which would limit after the date hereof. This Joinder shall not be modified, amended or restrict (i) terminated without the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect prior written consent of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beSecured Parties.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 22 (as such schedule may be updated from time to time). The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Liens permitted by Section 9.03 of the Credit Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged 834851 LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Pledged LLC Interests or PartnershipPledged Partnership Interests, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bebe of such LLC or Partnership.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement Agreements by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such PledgorPledgor as set forth on Schedule 2; provided that Pledged Securities shall not exceed 65% of the total combined voting power of all classes of Equity Interests of a Restricted Subsidiary that is a Foreign Subsidiary. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens and the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien except Permitted Liens. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement applicable Organizational Document governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Equity Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Equity Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Equity Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Equity Interests, a transferee or assignee of a membership interest membership, partnership, shareholder or partnership other interest, as the case may be, of such LLC or PartnershipIssuer, as the case may be, shall become a member member, partner, shareholder or partnerother owner, as the case may be, of such LLC or PartnershipIssuer, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member member, partner, shareholder or partnerother owner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by shares (or such Pledgor are listed in Schedule 2. The shares other interests) of Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares (or such other interests) of all classes of the Equity Interests Capital Stock of each Issuer Pledged Entity owned by such PledgorGrantor. All the shares (or such other interests) of the Pledged Securities have been duly and validly issued and are fully paid and nonassessablenonassessable (or, with respect to the Pledged Securities that are Capital Stock in a partnership or limited liability company, has been duly and validly issued); and such Pledgor Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in Agreement or the power to transfer security interests securing the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lienobligations under the Existing Credit Agreement or otherwise permitted under the Credit Agreement. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement Agreement, governing any Pledged LLC Interest and or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict restrict: (i) the grant of a security interest in the Pledged LLC Interests and or the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and or the Pledged Partnership Interests, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such PledgorGrantor, such Pledgor ceases Grantor shall cease to be a member or partner, as the case may be. (c) Such Grantor is the record and beneficial owner of the Investment Property, free of adverse claims, pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, the security interests securing the obligations under the Existing Credit Agreement or otherwise permitted under the Credit Agreement.. (d) No Pledged Entity is party to any Partnership Agreement or LLC Agreement that includes an election to treat the membership interests or partnership interests of such Grantor as a security under Section 8-103 of the UCC.

Pledged Securities. (a) All Collateral that is Pledged Securities is duly authorized, validly issued, fully paid, and non-assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed by applicable securities and corporate laws. The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares consist of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes 100% of the Equity Interests of each the Issuer owned by such Pledgor. All As of the shares date hereof, there are no other options, warrants or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued or unauthorized Equity Interests of the Issuer. None of the Pledged Securities are subject to preemptive rights. Pledgor has delivered to Secured Party all certificates or other instruments or documents representing or evidencing the Pledged Securities, to the extent the Pledged Securities are certificated, together with corresponding assignment or transfer powers duly executed in blank by Pledgor, and such powers have been duly and validly issued executed and are fully paid binding and nonassessable; and such enforceable against Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lienaccordance with their terms. (b) There are The Issuer is duly organized, currently existing, and in good standing under the laws of the jurisdiction of its organization; there have been no restrictions on transfer (that have amendments, modifications, or supplements to any agreement or certificate creating the Issuer or any material contract relating to the Issuer, of which Secured Party has not been waived advised in writing; no default or otherwise consented to) in breach or event of default or breach has occurred and is continuing under any agreements of the LLC Agreement governing any Pledged LLC Interest Issuer that can reasonably be expected to have a Material Adverse Effect; and no approval or consent of the Partnership Agreement governing any Pledged Partnership Interest directors, managers or any other agreement relating thereto which would limit or restrict (i) partners of the grant Issuer, as applicable, is required as a condition to the validity and enforceability of a the security interest in created hereby or the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect consummation of the Pledged LLC Interests and transactions contemplated herein which has not been duly obtained by Pledgor. All capital contributions required to be made by the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer terms of the entire interest organization documents of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beIssuer have been made.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Loan Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this AgreementAgreement and the security interests in favor of the Senior Revolving Administrative Agent to secure the Senior Revolving Guarantor Obligations, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any LienLien except for Liens securing the Senior Revolving Guarantor Obligations. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the transfer of the Pledged LLC Interests or the Pledged Partnership Interests pursuant to an exercise of remedies hereunder in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder Schedule 5.3 sets forth, as of the Closing Date, a complete and under accurate list of the Credit Agreement by such Pledgor are listed in Schedule 2. The shares ownership of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer Borrower (other than Borrower Representative, which is publicly traded) and their respective Subsidiaries, if any. Each Loan Party represents and warrants that (i) all Pledged Securities owned by it have been duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Securities, either such Pledgor. All certificates are Securities as defined in Article 8 of the shares Uniform Commercial Code as a result of actions by the issuer or otherwise, or, if such certificates are not Securities as defined in Article 8 of the Uniform Commercial Code, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such certificates to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, (iii) with respect to any Pledged Securities not represented by certificates, such Loan Party has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and each Loan Party covenants to not cause such uncertificated Pledged Securities to become represented by certificates or to become Securities as defined in Article 8 of the Uniform Commercial Code without the Agent’s prior written consent, and (iv) all such Pledged Securities held by a securities intermediary are covered by a control agreement among such Loan Party, the securities intermediary and the Agent pursuant to which the Agent has Control. (i) None of the Pledged Securities have has been duly and validly issued and are fully paid and nonassessable; and such Pledgor is or transferred in violation of the record and beneficial owner ofsecurities registration, and has good title to, the Pledged Securities pledged by it hereunder, free securities disclosure or similar laws of any and all Liens jurisdiction to which such issuance or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interestsmay be subject, (ii) except as set forth on Schedule 5.3, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Securities or which obligate the perfection issuer of such security interest or any Pledged Securities to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for the pledge by such Loan Party of such Pledged Securities pursuant to this Agreement or for the exercise of remedies in respect of such perfected security interest in by the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise Agent of remedies in respect of the Pledged LLC Interests Securities, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (i) Each Borrower hereby grants a security interest in and pledges and collaterally assigns all of each Borrower’s rights and title to the Pledged Securities. For the better protection of the Agent and the Lenders hereunder, the Borrowers shall execute appropriate transfer powers with respect to the Pledged Partnership InterestsSecurities represented by certificates and, a transferee concurrently therewith, deliver such Pledged Securities and the aforesaid transfer powers to the Agent promptly upon Agent’s request. (ii) Each Borrower authorizes the Agent, at any time after the occurrence of an Event of Default, to transfer the Pledged Securities into the name of the Agent or assignee the Agent’s nominee, but the Agent shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, unless and until there shall have occurred an Event of Default (A) the Agent shall have no right to vote the Pledged Securities, and (B) the Borrowers shall be entitled to receive and retain (free from the lien of the Agent once paid) all Capital Distributions made with respect to the Pledged Securities prior to an Event of Default, unless the payment of such Capital Distributions caused an Event of Default (and for clarification, Borrowers may in all cases receive and retain (free from the lien of the Agent once paid) Capital Distributions permitted by this Agreement made prior to an Event of Default). (iii) The Agent shall at all times have the rights and remedies of a membership interest secured party under the Uniform Commercial Code and Ohio law as in effect from time to time, in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, the Notes or partnership interestany other Loan Document, or otherwise provided in law or equity. Upon the occurrence of an Event of Default hereunder, the Agent, in its sole discretion, may sell, assign, transfer and deliver the Pledged Securities, at any time, or from time to time. No prior notice need be given to the Borrowers or to any other Person in the case of any sale of the Pledged Securities that the Agent reasonably determines to be declining speedily in value or that is customarily sold in any securities exchange, over-the-counter market or other recognized market, but in any other case the Agent shall give the Borrower Representative no fewer than ten days prior notice of either the time and place of any public sale of the Pledged Securities or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Agent may purchase the Pledged Securities, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Agent may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as the case Agent in its sole discretion may bedeem advisable. Any excess, of such LLC or Partnership, as to the case may beextent permitted by law, shall become a member or partner, as be paid to the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may beBorrowers.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares (or such other interests, as the case may be) of Pledged Securities pledged by such Pledgor the Grantor hereunder constitute all the issued and outstanding shares (or such other interests) of all classes of the Equity Interests of each Issuer owned by such Pledgorthe Grantor. All the shares (or such other interests) of the Pledged Securities have been duly and validly issued and are fully paid (to the extent required under the XXX Partnership Agreement) and nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act); all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Pledgor the Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens Liens, options, warrants, puts, calls or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or full right and authority to pledge the Pledged Securities for the purposes and upon the terms set out herein and the power to transfer the Pledged Securities in which a Lien is granted by it hereunderSecurities, free and clear of any Lien. Lien (b) except Permitted Liens). No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Pledged Securities. There are no restrictions on transfer (that have not been waived in any Issuer’s organization documents, or otherwise consented to) in other agreement or document governing the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest Securities or any other agreement relating thereto which would limit or restrict (ia) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership InterestsSecurities, (iib) the perfection of such security interest interest, or (iiic) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership InterestsSecurities, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under Except as set forth on Schedule 1, the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities Stock and the Finance Company Equity Interests pledged by such Pledgor Obligor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Pledgor. Obligor or, in the case of Republic Guy Salmon Partner, Inc., 65% of its Capital Stock or, in the case of Xxxxxxx Xubsidiary Voting Stock, 65% of the outstanding Foreign Subsidiary Voting Stock of each other relevant Issuer. (b) All the shares of the Pledged Securities Stock and the Finance Company Equity Interests have been duly and validly issued and are fully paid and nonassessable; . (c) Each of the Pledged Notes constitutes the legal, valid and such Pledgor binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Obligor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except (i) the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged Corporate Collateral consisting of Investment Property, the security interest created pursuant to the New Credit Facility Documents. (e) The Company or another Obligor is the registered owner of all of the ownership interest in each LLC Interests Issuer, and the Pledged Partnership Interests, a transferee Company or assignee such other Obligor constitutes the only "member" of a membership each LLC Issuer. The ownership interest of the Company or partnership interest, as such other Obligor in each LLC Issuer has been duly and validly issued and is fully paid and non-assessable and constitutes the case may be, of Company's or such other Obligor's entire interest in such LLC Issuer. With respect to the ownership interest in each LLC Issuer held by the Company or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof andother Obligor, upon the transfer of Collateral Trustee's request, the entire Company or such other Obligor shall execute and deliver written instructions to such LLC Issuer to register the pledge, security interest of and lien arising hereunder in such Pledgor, ownership interest in the registration books maintained by such Pledgor ceases to be a member or partner, as the case may beLLC Issuer.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Except as set forth on Schedule 2. The , the shares (or such other interests) of Pledged Securities pledged by such Pledgor Grantor hereunder constitute all the issued and outstanding shares (or such other interests) of all classes of the Equity Interests Capital Stock of each Issuer Pledged Entity owned by such PledgorGrantor. All the shares (or such other interests) of the Pledged Securities have been duly and validly issued and are fully paid and nonassessablenonassessable (or, with respect to the Pledged Securities that are Capital Stock in a partnership or limited liability company, has been duly and validly issued); and such Pledgor Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens, except Liens permitted under the Credit Agreement, or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (b) [Reserved]. (c) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict restrict: (i) the grant of a security interest in the Pledged LLC Interests and or the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and or the Pledged Partnership Interests, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such PledgorGrantor, such Pledgor ceases Grantor shall cease to be a member or partner, as the case may be. (d) Such Grantor is the record and beneficial owner of the Investment Property, free of adverse claims, pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except (i) the security interest created by this Agreement and (ii) Liens permitted by Section 7.2 of the Note Purchase Agreement. (e) With respect to the Pledged Securities constituting Pledged Partnership Interests or Pledged LLC Interests (other than Pledged Securities issued by a corporation, business trust, joint stock company or similar Person) no such Pledged Securities (i) are dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide that such Pledged Securities are securities governed by Article 8 of the UCC, (iii) are Investment Company securities or (iii) are held in a Securities Account, except, with respect to this clause (e), Pledged Securities (A) for which the Administrative Agent is the registered owner or (B) with respect to which the issuer of such Pledged Securities has agreed in an authenticated record with such Grantor and the Administrative Agent to comply with any instructions of the Administrative Agent without the consent of such Grantor.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities Shares pledged by such Pledgor ------------------ Grantor hereunder constitute all (or in the case of an Issuer that is a Foreign Subsidiary, 65%) of the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Pledgor. Grantor. (b) All the shares of the Pledged Securities Shares have been duly and validly issued and are fully paid and nonassessable; . (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Pledged Notes pledged by such Pledgor Grantor hereunder constitute the only promissory notes of any Issuer in favor of such Grantor. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Liens expressly permitted by subsection 7.3(a) of the Credit Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien. (be) There are no Such Grantor has delivered to the Administrative Agent all certificates evidencing Pledged Shares, duly indorsed by such Grantor to the Administrative Agent, if required, together with undated stock powers covering each such certificate duly executed in blank by such Grantor. No shares, units and other securities constituting the Pledged Shares were issued in violation of the preemptive rights of any Person or of any agreement by which Grantor or the Issuer thereof is bound. All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer or pledge of Pledged Shares (or rights in respect thereof) have been paid. No restrictions on or conditions exist with respect to the transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing voting of any Pledged LLC Interest Shares. (f) Such Grantor has delivered to the Administrative Agent originals of all Pledged Notes, duly indorsed by such Grantor to the Administrative Agent, if required, together with undated note powers or instruments of assignment covering each such Pledged Note executed in blank by such Grantor and with, if the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership InterestsAdministrative Agent has so requested, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may besignature guaranteed.

Pledged Securities. (a) The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor. All the shares of the Pledged Securities have been duly authorized and validly issued by the issuers thereof and are fully paid and nonassessable; . Each Pledgor owns good and such Pledgor is valid title to all the record and beneficial owner of, and has good title to, the outstanding Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power listed on Schedule 2 hereto with respect to transfer the Pledged Securities in which a Lien is granted by it hereundersuch Pledgor, free and clear of all Liens, other than the Liens permitted by the Loan Documents, of every kind, whether absolute, matured, contingent or otherwise. None of the Pledged Securities is subject to options to purchase, rights of first refusal or similar rights of any Lien. (b) There are no restrictions on transfer (that have not been waived person. No Pledgor is nor will become a party to or otherwise consented to) bound by any agreement, shareholders agreement, partnership agreement, operating agreement, charter or by-law provision or contractual restriction other than this Agreement, which restricts, prohibits, impairs or delays in any manner the LLC rights of any present or future holder of any of the Pledged Securities with respect thereto, the pledge of Collateral hereunder or the sale or disposition of Collateral pursuant hereto after the occurrence of an Event of Default or the exercise by the Agent of its rights and remedies hereunder. The Pledged Securities constitute and will at all times constitute 100% of the Capital Stock of each Subsidiary of the Pledgor (except for smaller percentages set forth on Schedule 3.08 of the Amended Agreement governing any Pledged LLC Interest and or as may be otherwise expressly permitted by the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict Amended Agreement). Each Pledgor (i) has the grant of a security interest power and authority to pledge the Collateral pledged by it hereunder in the Pledged LLC Interests manner hereby done or contemplated and the Pledged Partnership Interests, (ii) will defend its title or interest thereto or therein against any and all Liens (other than Liens permitted by the perfection Loan Documents), however arising, of such security interest all persons whomsoever. No consent or (iii) approval of any Governmental Authority or any securities exchange was or is necessary to the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect validity of the Pledged LLC Interests pledges effected hereby, except for any consents or approvals which are routine or administrative and the Pledged Partnership Interests, a transferee or assignee not of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may bematerial nature.