Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement and liens permitted under clause (i) of Section 8.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Securities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge and assignment of the Securities pursuant to this Agreement, together with the delivery of the Securities pursuant to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Securities and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities other than liens permitted under clause (i) of Section 8.01 of the Credit Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, hereby represents and warrants to and covenants that and agrees with Lender with respect to itself and the Pledged Collateral that: (ia) it is the legal, record and beneficial owner ofPledgor is, and at all times will maintain its existence as, a corporation organized solely under the laws of the State of Delaware, has good all requisite power and marketable title toauthority to execute, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens deliver and security interests created by perform this Agreement and liens permitted under clause the Formation Agreement and to consummate the transactions contemplated hereby. (ib) of Section 8.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Securities pledged by it pursuant to this Agreement; (iii) this This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legalPledgor, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligorPledgor, and is enforceable as to Pledgor in accordance with its terms, except subject, however, to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting creditors' rights of creditors generally and to general principles of equity. (c) The execution, delivery, observance and performance by equitable principles (regardless Pledgor of whether enforcement is sought this Agreement and the transactions contemplated hereby will not result in equity or at law); and (viii) the pledge and assignment any violation of the Securities Formation Agreement or, to Pledgor’s knowledge, of any constitutional provision, law, statute, ordinance, rule or regulation applicable to it; or of any judgment, decree or order applicable to it and will not conflict with, or cause a breach of, or default under, any such term or, except for the liens created or contemplated hereby, result in the creation of any mortgage lien, pledge, charge or encumbrance upon any of its properties or assets pursuant to this Agreement, together with the delivery of the Securities pursuant any such term. (d) It is not necessary for Pledgor to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Securities and the proceeds thereof, subject to no prior lien obtain or encumbrance or to make any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities other than liens permitted under clause (i) governmental consent, approval or authorization, registration or filing from or with any governmental authorities or (ii) consent, approval, waiver or notification of Section 8.01 partners, creditors, lessors or other nongovernmental persons, in each case, in connection with the execution and delivery of this Agreement or the consummation of the Credit transactions herein presently contemplated which has not been filed or obtained. (e) Pledgor is as of the date hereof (i) the sole economic, managing and voting member of Borrower, (ii) the owner of 100% of the membership interests in Borrower and (iii) the sole owner of all direct beneficial interests in the Pledged Collateral. Pledgor owns the Pledged Collateral, and the Pledged Collateral is and shall remain, free and clear of any lien, mortgage, encumbrance, charge, pledge, security interest, or claim of any kind (including, without limitation, any unconditional sale or other title retention agreement) other than as created by this Agreement or as permitted by the Loan Agreement. Each . (f) The Equity Interests are, and Pledgor covenants and agrees that it will defend ensure at all times that such Equity Interests remain, “securities” within the Pledgee's meaning of the UCC and, in particular, with respect to the Equity Interests that are represented by a certificate or certificates, are “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, and Pledgor has taken all steps necessary to afford Lender “control” of such Equity Interests within the meaning of the UCC. (g) Pledgor covenants and agrees to defend, at its sole cost and expense, Lender’s right, title and security interest Security Interest in and to the Securities Pledged Collateral and the proceeds thereof thereof, created pursuant hereto, against the claims and demands of all persons Persons whomsoever; . (h) The Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable. (i) The Equity Interests constitute 100% of the interests in capital, profits, distribution, management and voting rights in Borrower. (j) Upon Lender obtaining and maintaining possession of the certificates identified on Schedule 1 and the filing of a UCC financing statement adequately describing the Pledged Collateral in the office of the Secretary of State of the State of Delaware, all steps necessary to create and perfect the security interest created by this Agreement as a valid and continuing first priority lien on, and first priority perfected (subject to possession of the certificates and filing of the financing statements referenced above) security interest in, the Pledged Collateral, in favor of Lender, prior to all other liens, security interests and other claims of any sort whatsoever, have been taken. Pledgor has not granted a security interest in the Pledged Collateral to any other party, and the security interest granted pursuant to this Agreement in the Pledged Collateral constitutes a valid, perfected first priority security interest in the Pledged Collateral, enforceable as such against all creditors of, and purchasers from, Pledgor. (k) Except as set forth on Schedule 1, Pledgor covenants has not changed its name, or used, adopted or discontinued the use of any trade name, fictitious name or other trade name or trade style. (l) Pledgor will not change its name in any manner which could make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507(c) of the UCC (or any other then-applicable provision of the UCC) unless Pledgor shall have given Lender at least 10 Business Days’ prior notice thereof and agrees shall have taken all action (or made arrangements to take such action substantially simultaneously with such change, if it is impossible to take such action in advance) necessary or reasonably requested by Lender to amend such financing statement or continuation statement so that it will have like title to and right to pledge any other property at any time hereafter pledged to is not seriously misleading. (m) Pledgor shall not amend the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein Formation Agreement in contravention of the Pledgee Loan Agreement or in any manner that would materially and the other Secured Creditorsadversely affect Lender’s rights or remedies hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, hereby represents and warrants to and covenants that and agrees with Secured Party with respect to itself and the Pledged Collateral that: (ia) it is the legalPledgor has all requisite power and authority under its organizational documents to execute, record deliver and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by perform this Agreement and liens permitted under clause to consummate the transactions contemplated hereby. (ib) of Section 8.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Securities pledged by it pursuant to this Agreement; (iii) this This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legalPledgor, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligorPledgor, and is enforceable as to Pledgor in accordance with its terms, except subject, however, to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting creditors' rights of creditors generally and to general principles of equity. (c) The execution, delivery, observance and performance by equitable principles (regardless Pledgor of whether enforcement is sought this Agreement and the transactions contemplated hereby will not result in equity or at law); and (viii) the pledge and assignment any violation of the Securities pursuant Organization Documents, any material agreement to which Pledgor is a party, or any constitutional provision, law, statute, ordinance, rule, regulation, judgment, decree, or order applicable to it, or, except for the liens created or contemplated hereby, result in the creation of any lien upon any of its properties or assets. (d) Pledgor is the sole owner of Subsidiary, and Pledgor owns the Pledged Collateral, and the Pledged Collateral is and shall remain, free and clear of any lien or claim of any kind other than permitted by agreement of the parties, created by this Agreement or as permitted by the Note. (e) This Agreement, together with the delivery filing of necessary UCC-1 financing statement in the office of the Securities pursuant to this Agreement (which delivery has been made)Secretary of State of the State of New York, creates a valid first priority, continuing security interest of Secured Party in the Pledged Collateral. (f) The Organization Documents are in full force and perfected first effect and Pledgor is not in default in the observance or performance of any term, covenant or condition of the Organization Documents. True, correct and complete copies of the Organization Documents have been provided to Secured Party and are identified on Schedule 1 attached hereto. Except as set forth on Schedule 1, the Organization Documents have not been Modified in any respect, and Pledgor will not Modify any of the Organization Documents, or waive any rights thereunder, without Secured Party’s prior written consent, which consent Secured Party may grant or withhold in its sole discretion. (g) The transactions contemplated by this Agreement do not violate and do not require that any filing, registration or other act be taken with respect to the Securities Laws. None of the equity interests in the Subsidiary are presently represented by any “certificated security” as that term is defined in the UCC, and at no time shall any of the equity interests in Subsidiary be represented by any certificated security. Pledgor shall at all times comply with the Securities Laws as the same pertain to all or any portion of the Pledged Collateral or any of the transactions contemplated by this Agreement. (h) Without the prior written consent of Secured Party, Pledgor will not cause or allow the Subsidiary at any time, to (and, without limiting the foregoing, will not vote to enable, or take any other action to permit, the Subsidiary to): (i) redeem or cancel any such equity interests or authorize to be issued any additional equity interests; (i) transfer, sell, hypothecate, encumber or issue any or all of its equity, or admit any new member(s); (ii) sell all or substantially all of its assets, or encumber any of its assets (other than a purchase money security interest in such Securities and connection with the proceeds thereofacquisition of property); or (iii) merge into or consolidate with any corporation, subject partnership, limited liability company or other Person, initiate any Proceeding, or cause itself to no prior lien dissolve or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities other than liens permitted under clause (i) of Section 8.01 of the Credit Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditorsliquidate its assets.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, participation, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement and liens permitted under clause clauses (i) and (x) of Section 8.01 of the Credit Agreement, and subject to no restrictions upon the voting rights associated with, or upon the transfer or encumbrance of, any of the Securities; (ii) it has full power, authority and legal right to vote and pledge all the Securities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.generally; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings Holding have been duly and validly issued, are fully paid and nonassessablenon assessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge and assignment of the Securities pursuant to this AgreementAgree ment, together with the delivery of the Securities pursuant to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Securities and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities other than liens permitted under clause (i) of Section 8.01 of the Credit Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.has

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, hereby represents and warrants to and covenants that and agrees with Lender with respect to Pledgor and the Membership Interest and the Distributions that: (ia) it is the legalPledgor has all requisite power and authority to execute, record deliver and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by perform this Agreement and liens permitted under clause to consummate the transactions contemplated hereby. (ib) of Section 8.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Securities pledged by it pursuant to this Agreement; (iii) this This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legalPledgor, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligorPledgor, and is enforceable in accordance with its terms, except subject, however, to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvencyinsolvency and other rights of creditors generally. (c) The execution, reorganizationdelivery, moratorium observance and performance by Pledgor of this Agreement and the transactions contemplated hereby will not result in any violation of the Certificate of Formation, the Operating Agreement or of any applicable constitutional provision, law, statute, ordinance, rule or regulation, or of any judgment, decree or order applicable to Pledgor and will not conflict with, or cause a breach of, or default under, any agreement or other similar laws affecting document to which Pledgor, Holdings or any Affiliate of either of them is a party or, except for the liens created or contemplated hereby, result in the creation of any mortgage, lien, pledge, charge or encumbrance upon any of Pledgor's, Holdings or any of their Affiliates' properties or assets. (d) It is not necessary for Pledgor, Holdings or any of their Affiliates to obtain or make any (i) governmental consent, approval or authorization, registration or filing (except for appropriate UCC-1 financing statements) from or with any governmental authorities or (ii) consent, approval, waiver or notification of partners, lenders, mortgagees, creditors' rights generally , lessors or other nongovernmental persons, in each case, in connection with the execution and by equitable principles (regardless delivery of whether enforcement is sought in equity this Agreement or at law); and (viii) the pledge and assignment consummation of the Securities pursuant to transactions herein presently contemplated which has not been obtained. (e) Pledgor is as of the date hereof the sole equity member of Holdings and the sole owner of the Membership Interest and the Distributions. Pledgor owns the Membership Interest and the Distributions, and the Membership Interest and the Distributions are and shall remain, free and clear of any lien, mortgage, encumbrance, charge, pledge, security interest, or claim of any kind (including, without limitation, any unconditional sale or other title retention agreement) other than as created by this Agreement or the other Loan Documents. (f) This Agreement, together with the delivery filing of necessary UCC-1 financing statements in the Securities pursuant to this Agreement (which delivery appropriate jurisdiction in each state where Pledgor resides or has been made)its principal office, as the case may be, creates a valid and perfected first priority, continuing security interest of Lender in such Securities and the proceeds thereofDistributions, subject except to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets extent of such Pledgor which would include Distributions in the Securities other than liens permitted under clause form of cash. (ig) of Section 8.01 of the Credit Agreement. Each Pledgor covenants and agrees that it will defend the PledgeePledgor shall defend, at Pledgor's sole cost and expense, Lender's right, title and security interest Security Interest in and to the Securities and the proceeds thereof Distributions, created pursuant hereto, against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Pledgor hereby represents and warrants to and covenants and agrees with Lender, Administrative Agent and Collateral Agent with respect to itself and the Pledged Collateral that: (a) Each Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner ofis, and at all times will maintain its existence as, a limited liability company organized solely under the laws of the Delaware, has good all requisite power and marketable title toauthority to execute, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens deliver and security interests created by perform this Agreement and liens permitted under clause the Formation Agreements and to consummate the transactions contemplated hereby. (ib) of Section 8.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Securities pledged by it pursuant to this Agreement; (iii) this This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legalPledgor, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; (v) the execution, delivery and performance of this Agreement by such Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligorPledgor, and is enforceable as to Pledgor in accordance with its terms, except subject, however, to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvencyinsolvency and other rights of creditors generally, reorganizationto general principles of equity and the Gaming Laws. (c) The execution, moratorium or other similar laws affecting creditors' rights generally delivery, observance and performance by equitable principles (regardless Pledgor of whether enforcement is sought this Agreement and the transactions contemplated hereby will not result in equity or at law); and (viii) the pledge and assignment any violation of the Securities Formation Agreements or of any constitutional provision, law, statute, ordinance, rule or regulation applicable to it; or of any judgment, decree or order applicable to it and will not conflict with, or cause a breach of, or default under, any such term or, except for the liens created or contemplated hereby, result in the creation of any mortgage lien, pledge, charge or encumbrance upon any of its properties or assets pursuant to this Agreement, together with the delivery of the Securities pursuant any such term. (d) It is not necessary for Pledgor to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Securities and the proceeds thereof, subject to no prior lien obtain or encumbrance or to make any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities other than liens permitted under clause (i) governmental consent, approval or authorization, registration or filing from or with any governmental authorities or (ii) consent, approval, waiver or notification of Section 8.01 partners, creditors, lessors or other nongovernmental persons, in each case, in connection with the execution and delivery of this Agreement or the consummation of the Credit transactions herein presently contemplated which has not been obtained. (e) A Pledgor is as of the date hereof (i) the sole economic member of Operating Borrower, (ii) the owner of 100% of the issued and outstanding limited liability company interests in Operating Borrower (which constitutes 100% of the economic and equity interests in such Operating Borrower), and (iii) the sole owner of all direct beneficial interests in the Pledged Collateral. Pledgor owns the Pledged Collateral, and the Pledged Collateral is and shall remain, free and clear of any lien, mortgage, encumbrance, charge, pledge, security interest, or claim of any kind (including, without limitation, any unconditional sale or other title retention agreement) other than as created by this Agreement or as permitted by the Loan Agreement. Each . (f) The Equity Interests are, and Pledgor covenants and agrees that it will defend ensure at all times that such Equity Interests remain, “general intangibles” within the Pledgee's meaning of Article 9 of the UCC. (g) Pledgor covenants and agrees to defend, at its sole cost and expense, Lender’s right, title and security interest Security Interest in and to the Securities Pledged Collateral and the proceeds thereof thereof, created pursuant hereto, against the claims and demands of all persons Persons whomsoever; . Stratosphere II—Pledge Agreement (Opco) (h) The Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable. (i) The Equity Interests constitute 100% of the interests in capital, profits, distribution, management and voting rights in Operating Borrower. (j) Except for the filing of a UCC-1 financing statement in the appropriate filing office in the State of Delaware, all steps necessary to create and perfect the security interest created by this Agreement as a valid and continuing first priority lien on, and first priority perfected security interest in, the Pledged Collateral, in favor of Lender, prior to all other liens, security interests and other claims of any sort whatsoever, have been taken. The security interest granted pursuant to this Agreement in the Pledged Collateral constitutes a valid, perfected first priority security interest in the Pledged Collateral, enforceable as such against all creditors of, and purchasers from, Pledgor. (k) Pledgor covenants has not changed its name, or used, adopted or discontinued the use of any trade name, fictitious name or other trade name or trade style. (l) Pledgor will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507(c) of the UCC (or any other then-applicable provision of the UCC) unless Pledgor shall have given Administrative Agent at least ten (10) Business Days’ prior notice thereof and agrees shall have taken all action (or made arrangements to take such action substantially simultaneously with such change, if it is impossible to take such action in advance) necessary or reasonably requested by Administrative Agent (as directed by Required Lenders) to amend such financing statement or continuation statement so that it will have like title is not seriously misleading. (m) Subject to Section 9(b) hereof, Pledgor shall perform all of its obligations under the Formation Agreements and right to pledge any other property at any time hereafter pledged to shall not amend the Pledgee Formation Agreements without Administrative Agent’s prior written approval (as Collateral hereunder and will likewise defend directed by Required Lenders). Such approval, in the right thereto and security interest therein absence of the Pledgee occurrence and the other Secured Creditorscontinuation of an Event of Default, shall not be unreasonably withheld, conditioned or delayed.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents, warrants warrants, and covenants that to Secured Party that: (ia) it The Collateral is the legal, record owned by Pledgor and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, is not subject to no any restrictions on transfer or pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement and liens permitted under clause ; (ib) of Section 8.01 of the Credit Agreement; (ii) it Pledgor has full power, authority authority, and legal right to pledge all of its right, title, and interest in and to the Securities pledged by it Collateral pursuant to this Agreement; ; (iiic) this This Agreement has been duly authorized, executed executed, and delivered by such Pledgor and constitutes a legal, valid valid, and binding obligation of such Pledgor enforceable in accordance with its terms, terms except to the extent that the as such enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and by equitable general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law); ; (ivd) no No consent of any other party (including, without limitation, any stockholder or creditor other creditors of such Pledgor or any of its SubsidiariesPledgor) and no consent, license, permit, approval approval, or authorization of, exemption by, notice or report to, or registration, filing filing, or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such Pledgor in connection with the execution, delivery delivery, or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally and the legal transfer of the stock of Globe Manufacturing FSC Ltd.; ; (ve) the The execution, delivery delivery, and performance by Pledgor of this Agreement requires no action by such Pledgor or in respect of, or filing with, any governmental body, agency, or official, and does not violate or contravene, or constitute a default under, any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of such applicable to Pledgor or of any securities issued by such Pledgor or any of its Subsidiariesmaterial agreement, judgment, injunction, order, decree, or of any mortgage, indenture, deed of trust, loan agreement, credit agreement or any other material agreement or material instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor Pledgor, or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; ; (vif) all the shares of Stock of Subsidiaries of Holdings have been duly and validly issued, are fully paid and nonassessable; (vii) each of the Pledged Notes constituting Intercompany Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the The pledge and assignment of the Securities pursuant to this Agreement, together with the delivery of the Securities Collateral pursuant to this Agreement (which delivery has been made), creates a valid first priority Lien on and a first priority perfected first security interest in such Securities and the proceeds thereofCollateral, not subject to no any prior lien or encumbrance or to any agreement purporting to grant to in favor of any third party a lien or encumbrance on party. Pledgor covenants that the property or assets Collateral is now and at all times shall remain free of such Pledgor which would include the Securities all liens and encumbrances, other than liens permitted under clause (i) of Section 8.01 of the Credit AgreementPermitted Encumbrances. Each Pledgor covenants and agrees that it will defend the Pledgee's Secured Party’s right, title and security interest in and to the Securities and the proceeds thereof Collateral against the claims and demands of all persons whomsoever; persons; (g) Pledgor hereby covenants that so long as the Letter of Credit A is outstanding or any of the Obligations (other than inchoate obligations to indemnify Secured Party) shall remain outstanding, Secured Party shall have control over the Collateral within the meaning of Section 9104 of the Code, and such Pledgor shall have no right to withdraw any of the Collateral, and Pledgor shall not liquidate, cause or permit to be liquidated, or effect, or cause or permit to be effected, any other disposition of the Collateral, in whole or in part other than dispositions of the Collateral for the purpose of obtaining replacement Approved Investments in accordance with Section 3 of the Account Control Agreement. Pledgor further covenants and agrees that it will have like title not borrow against, encumber, or otherwise deal with the Collateral so as to reduce its interest therein to less than the amount required under clause (g) of this Section, except for Permitted Encumbrances; (h) Pledgor shall not, at any time, permit the amount of its Obligations with respect to Letter of Credit A (including the undrawn face amount of any Letter of Credit A) to exceed 90% of the market value of the Collateral in the Account. (i) Pledgor hereby grants to Secured Party an irrevocable power of attorney, with full power of substitution coupled with an interest, to, so long as any of the Obligations (other than inchoate obligations to indemnify Secured Party) hereunder and right to pledge under the Loan Documents shall remain outstanding, execute and endorse, as applicable, on behalf of Pledgor, such financing statements, continuation financing statements, security agreements, reports, notices, and all other documents, instruments and agreements and perform any other property at acts (including pressing any time hereafter pledged claim) in order to: (i) perfect and maintain perfected security interest in the Collateral; (ii) fully consummate all of the transactions contemplated under this Agreement and the Loan Documents; and (iii) effect and exercise the rights and remedies of Secured Party with respect to the Pledgee Collateral as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditorsset forth in this Agreement.