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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 PLEDGORS. Each Pledgor hereby represents, warrants and covenants as follows: Section 4.01. Except for the security interest and pledge hereunder or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (g) of the Credit Agreement, (a) From such Pledgor has good and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be deliveredmarketable title to, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record sole legal and beneficial owner of, and has good title toPledgor holds the Pledged Collateral, all free and clear of any Lien or restriction on transfer, (b) there are no restrictions upon the voting rights of any of the Pledged Securities purported to be owned by Equity Interests, (c) the Pledged Equity Interests have been duly and validly issued, and are fully paid and non-assessable, and (d) such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full corporate or other necessary power, authority and legal right to pledge all execute, deliver and perform its obligations under this Agreement and to grant a security interest in the Pledged Securities;Collateral to the Administrative Agent, for the benefit of the Secured Parties, free of any Lien. Section 4.02. Such Pledgor shall promptly pay any and all Taxes upon the Pledged Collateral when due other than those contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP. Section 4.03. Such Pledgor shall not sell or otherwise assign, transfer or dispose of any Pledged Collateral or any interest therein, except as permitted under the Credit Agreement or pursuant to this Agreement. Section 4.04. Such Pledgor shall keep the Pledged Collateral free from any Lien, except for the pledge provided hereby or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (iiig) of the Credit Agreement, and shall take such actions reasonably necessary to protect such Pledged Collateral against all claims and demands of all Persons at any time claiming any interest therein. Such Pledgor further covenants that it will have the title to and right to pledge and grant a security interest in the Pledged Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent for the benefit of the Secured Parties hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Administrative Agent. Section 4.05. The Pledged Equity Interests represent, and such Pledgor is the legal and beneficial holder of, the issued and outstanding Pledged Equity Interests of the Issuers described on Schedule 1 and shown thereon to be owned by such Pledgor, which constitutes all of the issued and outstanding Equity Interests of such Issuers, except as otherwise noted thereon. The information set forth in Schedule 1 (as updated from time to time pursuant hereto) is true, correct and complete in all respects. There are no existing warrants, options, calls or commitments relating to any Pledged Equity Interests. Section 4.06. Such Pledgor will not, without the prior written consent of the Administrative Agent, amend, modify or change any of the Organization Documents of any Issuer, other than any such amendments, modifications or changes which are not, and could not reasonably be expected to be, adverse in any material respect to the interests of the Administrative Agent, any Lender, the Issuing Banks, any Hedge Bank or any Cash Management Bank. Such Pledgor will perform and observe, or cause to be performed and observed, all of such Pledgor’s obligations under the Organization Documents of any Issuer. No provision of any Organization Document of any Issuer (a) prohibits, restricts, conditions or otherwise affects the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or (b) otherwise conflicts with the terms of this Agreement Agreement. Section 4.07. If an Event of Default has been duly authorizedoccurred and is continuing, executed the Issuers will comply with entitlement orders originated by the Administrative Agent relating to the Pledged Collateral without any consent by any Pledgor or any other Person. Section 4.08. The execution and delivered delivery of, and performance by such Pledgor and constitutes the legalof its obligations under, valid and binding obligation this Agreement will not (i) violate any provision of such Pledgor enforceable in accordance with its termslaw, except to the extent that the enforceability hereof may be limited by applicable bankruptcyany order, insolvency, reorganization, moratorium judgment 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 decree of any other party Governmental Authority, (including, without limitation, any stockholder or creditor ii) violate the Organization Documents of such Pledgor or any indenture, agreement or other instrument to which such Pledgor is a party, or by which such Pledgor is bound, or (iii) be in conflict with, result in a breach of, or constitute (with due notice or lapse of its Subsidiaries and time or both) a default under, or result in the creation or imposition of any other partners Lien of any nature whatsoever upon any of the property or members assets of such Pledgor’s partnerships Pledgor pursuant to, any such indenture, agreement or limited liability companies) and no instrument. Section 4.09. Except for the filing of proper UCC-1 financing statements with respect to Equity Interests for perfection purposes, such Pledgor is not required under U.S. law to obtain any consent, license, permit, approval or authorization of, exemption by, notice or report tofrom, or registration, filing (except to file any filings required under the UCC) declaration or declaration statement with, any governmental authority is required to be obtained by such Pledgor Governmental Authority in the U.S. or any other Person in connection with or as a condition to the execution, delivery or performance of this AgreementAgreement which has not been obtained. Section 4.10. This Agreement and other agreements and instruments relating hereto constitute the valid and binding obligations of such Pledgor, enforceable against it in each case except accordance with its terms, subject, however to Insolvency Laws and the application of general principles of equity and principles of good faith and fair dealing, whether in any action in law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right under any such agreement. Section 4.11. None of the Pledged Equity Interests consisting of partnership or limited liability company interests (wi) those which have been obtained is dealt in or madetraded on a securities exchange or in a securities market, (xii) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained terms or made in order to comply with the terms of or avoid defaults under any contract the applicable Issuer’s Organization Documents expressly provides that it is a security governed by Article 8 of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale ofUniform Commercial Code as in effect in any jurisdiction, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and an investment company security, or (iv) the Pledged Partnership Interests is held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 Creditorsa securities account.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities Instruments purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto)Pledgor, subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged SecuritiesInstruments; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s partnerships or limited liability companiesSubsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all Pledged Instruments have been duly and validly issued; and (vii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute Pledged Instruments creates a valid and perfected first priority security interest in such CollateralPledged Instruments, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, Secured Creditors) a lien or encumbrance on the date hereof, (i) the Pledged Stock held by property or assets of such Pledgor consists of which would include the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C heretoInstruments. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) The Pledgors hereby agree that the rights created by the subordinated provisions of the guarantees executed by the Pledgors related to the Note Documents and the subordination provisions of the Guaranty which each provide for the subordination of the indebtedness of the Borrower owing to any Pledgor to the Obligations of the Borrower owing to the Secured Creditors shall be on a parity basis for the equal and ratable benefit of the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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) except for the approval of directors of the issuer of ULC Shares pursuant to the articles of association thereof, no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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, in each case except (wx) those which have been obtained or made, (xy) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, or (yz) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company U.S. Borrower or a Subsidiary of the Company U.S. Borrower otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, Agreement and (y) for violations and defaults that may arise under contracts of the Company U.S. Borrower or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all the shares of Stock have been duly and validly issued, are fully paid and nonassessable (except, insofar as in the case of ULC Shares, such shares are assessable pursuant to the NSCA) and subject to no options to purchase or similar rights; (vii) the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledged Stock creates a valid and perfected first priority security interest in such Pledged Stock, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgor which would include the Securities; (viii) each Pledged Partnership Interest and each Pledged Limited Liability Company Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement and each limited liability company or operating agreement is the legal, valid and binding obligation of the applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, or is otherwise in default or violation thereunder in any material respect; (xi) the pledge and assignment of the Pledged Partnership Interests and/or Pledged Limited Liability Company Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (or other steps described in any applicable version of the UCC) (which filings, recordings or other steps have been made), create a valid perfected and continuing first priority security interest in such Pledged Partnership Interests and/or Pledged Limited Liability Company Interests and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgee or which would include the Securities; (xii) except for financing statements in connection with the Original Credit Agreement, there are no currently effective financing statements under the UCC covering property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xiii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (viixiv) this Agreement creates each Pledgor shall deliver to the Pledgee a valid security interest in favor copy of each other demand, notice or document received by it which could reasonably be expected to adversely affect the Pledgee, for the benefit of the Secured Creditors, ’s interest in the Collateral of such Pledgor andpromptly upon, when properly perfected by filing but in the appropriate offices against any event within 10 days after, such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC’s receipt thereof. Each Pledgor further represents and warrants that, that on the date hereof, hereof (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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. (b) Each Pledgor hereby further represents, warrants and covenants that as of the date hereof, the jurisdiction of formation of such Pledgor and its organizational ID number (as contemplated for use under Article 9 of the UCC) is as indicated on Annex F hereto for such Pledgor. Such Pledgor will not change its jurisdiction of organization (by merger or otherwise) except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(b). No Pledgor shall change its jurisdiction of organization until (i) it shall have given to the Pledgee prior written notice of its intention to do so, clearly describing such new jurisdiction and providing such other information in connection therewith as the Pledgee may reasonably request, (ii) it shall have delivered to the Pledgee a written supplement in the form of Annex H-1 hereto as provided in clause (c) below showing the new jurisdiction of organization and (iii) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain all security interests of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected on a first priority basis and in full force and effect. (c) Without in any way limiting Section 3.2 hereof, at any time and from time to time that any Pledgor (x) determines that the information with respect to it contained on Annex A, B, C and/or F, as the case may be, is inaccurate or (y) acquires any additional Securities which have not already been pledged hereunder and reflected on Annexes A through C, as appropriate, such Pledgor shall deliver a supplement to this Agreement, substantially in the form of Annex H-1 hereto (each a “Pledge and Security Agreement Supplement”) adding (or, in the case of any Securities released pursuant to Section 18 hereof, deleting) such Securities to (or from) Annexes A through C hereto, as appropriate. The execution and delivery of any such supplement shall not require the consent of any Pledgor hereunder. It is understood and agreed that the pledge and security interests granted hereunder shall apply to all Collateral as provided in Section 3.1 hereof regardless of the failure of any Pledgor to deliver, or any inaccurate information stated in, any Amended and Restated Pledge and Security Agreement Supplement as otherwise provided above. (d) Each Pledgor hereby covenants and agrees that with respect to all Partnership Interests or Limited Liability Company Interests, in each case required to be pledged by it hereunder, such Pledgor will deliver to the respective Pledged Partnerships or Pledged Limited Liability Companies, as the case may be (with copies to the Pledgee) a notice (appropriately completed) in the form of Annex D attached hereto (with such changes thereto as may be acceptable to the Pledgee) and by this reference made a part hereof (each such notice a “Partnership/LLC Notice”) and such Pledgor will use its reasonable best efforts to cause to be delivered to the Pledgee an acknowledgment in the form set forth as Annex E attached hereto (with such changes thereto as may be acceptable to the Pledgee) (each such acknowledgment, a “Pledge Acknowledgment”), duly executed by the relevant Pledged Partnership and/or Pledged Limited Liability Company, as the case may be, in each case within 45 days following the date of any pledge of any Pledged Partnership Interests or Pledged Limited Liability Company Interests hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities Instruments purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto)Pledgor, subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged SecuritiesInstruments; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s partnerships or limited liability companiesSubsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all Pledged Instruments have been duly and validly issued; and (vii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute Pledged Instruments creates a valid and perfected first priority security interest in such CollateralPledged Instruments, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, Secured Creditors) a lien or encumbrance on the date hereof, (i) the Pledged Stock held by property or assets of such Pledgor consists of which would include the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C heretoInstruments. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) The Pledgors hereby agree that the rights created by the subordinated provisions of the guarantees executed by the Pledgors related to the Note Documents and the subordination provisions of the Credit Agreement which each provide for the subordination of the indebtedness of the Borrowers owing to any Pledgor to the Obligations of the Borrowers owing to the Secured Creditors shall be on a parity basis for the equal and ratable benefit of the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C heretohereof), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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, in each case except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; andall the shares of Stock have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; (vii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute Pledged Stock creates a valid and perfected first priority security interest in such CollateralStock, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgor which would include the Securities; (viii) each Pledged Partnership Interest and each Pledged Limited Liability Company Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement and each limited liability company or operating agreement is the legal, valid and binding obligation of the applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or any limited liability company or operating agreement to which such security interest can be perfected by filing under the UCC. Each Pledgor further represents is a party, and warrants thatno Pledgor is in violation of any other material provisions of any partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, on the date hereof, or is otherwise in default or violation thereunder in any material respect; (ixi) the Pledged Stock held by such Pledgor consists pledge and assignment of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Partnership Interests and/or Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage pursuant to this Agreement, together with the relevant filings or recordings under the UCC (or other steps described in any applicable version of the issued UCC) (which filings, recordings or other steps have been made), create a valid perfected and outstanding equity interests of the respective issuing Pledged continuing first priority security interest in such Partnership Interests and/or Limited Liability Company as Interests and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgee or which would include the Securities; (xii) there are no currently effective financing statements under the UCC covering property which is set forth now or hereafter may be included in Annex B hereto; the Collateral and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage will not, without the prior written consent of the entire Partnership Interests Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the respective Pledged Partnership Collateral, except financing statements filed or to be filed in favor of the Pledgee as is set forth secured party; (xiii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xiv) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in Annex C heretothe Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) Each Pledgor hereby further represents, warrants and covenants that as of the date hereof, the chief executive office of such Pledgor is located at the address indicated on Annex F hereto for such Pledgor. Such Pledgor will not move its chief executive office except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(b). No Pledgor shall establish new locations for such offices until (i) it shall have given to the Pledgee prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request, (ii) it shall have delivered to the Pledgee a written supplement to Annex F hereto in the form of Annex H-1 hereto as provided in clause (c) below showing the new location of its chief executive office and (iii) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain all security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. (c) Without in any way limiting Section 3.2 hereof, at any time and from time to time that any Pledgor (x) determines that the information with respect to it contained on Annex A, B, C and/or F, as the case may be, is inaccurate or (y) acquires any additional Securities which have not already been pledged hereunder and reflected on Annexes A through C, as appropriate, such Pledgor shall deliver a supplement to this Agreement, substantially in the form of Annex H-1 hereto (each a "Pledge and Security Agreement Supplement") adding (or, in the case of any Securities released pursuant to Section 18 hereof, deleting) such Securities to (from) Annexes A through C hereto, as appropriate. The execution and delivery of any such supplement shall not require the consent of any Pledgor hereunder. It is understood and agreed that the pledge and security interests granted hereunder shall apply to all Collateral as provided in Section 3.1 hereof regardless of the failure of any Pledgor to deliver, or any inaccurate information stated in, the Pledge and Security Agreement Supplement as otherwise provided above. (d) Each Pledgor hereby covenants and agrees that with respect to all Partnership Interests or Limited Liability Company Interests, in each case required to be pledged by it hereunder, such Pledgor will deliver to the respective Pledged Partnerships or Pledged Limited Liability Companies, as the case may be (with copies to the Pledgee) a notice (appropriately completed) in the form of Annex D attached hereto (with such changes thereto as may be acceptable to the Pledgee) and by this reference made a part hereof (each such notice a "Partnership/LLC Notice") and such Pledgor will use its reasonable best efforts to cause to be delivered to the Pledgee an acknowledgment in the form set forth as Annex E attached hereto (with such changes thereto as may be acceptable to the Pledgee) (each such acknowledgment, a "Pledge Acknowledgment"), duly executed by the relevant Pledged Partnership and/or Pledged Limited Liability Company, as the case may be, in each case within forty-five days following the date of any pledge of any Pledged Partnership Interests or Pledged Limited Liability Company Interests hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C heretohereof), subject to no Lien, except the Liens created by this Agreement or and Liens permitted under Section 5.7 of the Credit Loan Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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 each case connection with the exercise of its rights and remedies pursuant to this Agreement, except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as hereunder or which may be required to be obtained by the Pledgee pursuant to Section 22 or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder 23 hereof in connection with the exercise by the Pledgee of its rights and remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; andall the shares of Stock and all Pledged Limited Liability Company interests have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; (vii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute Pledged Stock creates a valid and perfected first security interest in such CollateralStock, 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; (viii) each Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement is the legal, valid and binding obligation of the applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement to which such security interest can be perfected Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xi) no Pledged Partnership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, any Person with respect thereto; (ixii) the Pledged Stock held by such Pledgor consists pledge and assignment of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Partnership Interests and/or Pledged Limited Liability Company Interests held by pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), create a valid perfected and continuing first priority security interest in such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Partnership Interests and/or Limited Liability Company as Interests 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 Pledgee or which would include the Collateral; (xiii) there are no currently effective financing statements in respect of the UCC covering property which is set forth now or hereafter may be included in Annex B hereto; the Collateral and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage will not, without the prior written consent of the entire Partnership Interests Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the respective Pledged Partnership Collateral, except financing statements filed or to be filed in favor of the Pledgee as is set forth secured party; (xiv) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xv) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in Annex C heretothe Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) Each Pledgor hereby further represents, warrants and covenants that as of the date hereof, the chief executive office of such Pledgor is located at the address indicated on Annex F hereto for such Pledgor. Such Pledgor will not move its chief executive office except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(b). No Pledgor shall establish new locations for such offices until (i) it shall have given to the Pledgee not less than thirty (30) days' prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request, (ii) it shall have delivered to the Pledgee a written supplement to Annex F hereto in the form of Exhibit A-1 hereto as provided in clause (c) below showing the new location of its chief executive office and (iii) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain all security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. (c) Without in any way limiting Section 3.2 hereof, at any time and from time to time that any Pledgor (x) determines that the information with respect to it contained on Annex A, B, C and/or F, as the case may be, is inaccurate or (y) acquires any additional Securities which have not already been pledged hereunder and reflected on Annexes A through C, as appropriate, such Pledgor shall deliver a supplement to this Agreement, substantially in the form of Exhibit A-1 hereto (each a "PLEDGE AND SECURITY AGREEMENT SUPPLEMENT") adding (or, in the case of any Securities released pursuant to Section 18(b) hereof, deleting) such Securities to (from) Annexes A through C hereto, as appropriate. The execution and delivery of any such supplement shall not require the consent of any Pledgor hereunder. It is understood and agreed that the pledge and security interests granted hereunder shall apply to all Collateral as provided in Section 3.1 regardless of the failure of any Pledgor to deliver, or any inaccurate information stated in, the Pledge and Security Agreement Supplement as otherwise provided above. (d) Each Pledgor hereby covenants and agrees that with respect to all Partnership Interests or Limited Liability Company Interests, in each case required to be pledged by it hereunder, such Pledgor will deliver to the respective Pledged Partnerships or Pledged Limited Liability Companies, as the case may be (with copies to the Collateral Agent) a notice (appropriately completed) in the form of Annex D attached hereto and by this reference made a part hereof (each such notice a "PARTNERSHIP/LLC NOTICE") and such Pledgor will use its reasonable best efforts to cause to be delivered to the Collateral Agent an acknowledgment in the form set forth as Annex E attached hereto (each such acknowledgment, a "PLEDGE ACKNOWLEDGMENT"), duly executed by the relevant Pledged Partnership and/or Pledged Limited Liability Company, as the case may be, in each case within forty-five days following the date of any pledge of any Pledged Partnership Interests or Pledged Limited Liability Company Interests hereunder. (e) Each Pledgor hereby represents and warrants that none of the Pledged Partnership Interests or Pledged Limited Liability Company Interests pledged by such Pledgor pursuant to this Agreement are dealt in or traded on securities exchange or in securities markets, and none of the partnership agreements or limited liability company agreements relating to such Pledged Partnership Interests or Pledged Limited Liability Company Interests expressly provide that any such interests is a security governed by Article 8 of the UCC as it is in effect in the State of Texas. (f) Each Pledgor pledging Pledged Stock in FelCor Canada Company hereby represents and warrants that such Pledged Stock is certificated.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 5.10 of each of the Credit Agreement Bank Facility Agreements that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith)hereof, and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit AgreementBank Facility Agreements; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company Borrower or a Subsidiary of the Company Borrower otherwise permitted under the Credit Agreement Bank Facility Agreements that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have result in a Material Adverse EffectChange; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company Borrower or a Subsidiary thereof otherwise permitted under the Credit Agreement Bank Facility Agreements as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have result in a Material Adverse Effect; (vi) [intentionally omitted]Change; and (viivi) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons 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 PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Pledged Securities purported to be owned pledged by such Pledgor (including as shown on Annexes A, B and C hereto)it hereunder, subject to no Lienpledge, lien, mortgage, hypothecation security interest, charge, option or other encumbrance whatsoever, except the Liens liens and security interests created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 stockholder, member, limited or general partner or creditor of such Pledgor or any of its Subsidiaries and any Subsidiaries) other partners than the approval of the board of directors or members shareholders of such Pledgor’s partnerships or limited liability companies) the Pledgor for the transfer of the securities to the Pledgee hereunder, which approval has already been obtained, and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance of this Agreement, in each case except (wb) those which have been obtained the validity or madeenforceability of this Agreement, (xc) the perfection or enforceability of the Pledgee's security interest in the Collateral or (d) except for compliance with or as may be required by laws affecting the offer and sale of applicable securities generally in connection with laws, the exercise by the Pledgee of certain any of its rights or remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effectprovided herein; (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 domestic or foreign governmental authority, domestic or foreign, or of the certificate of incorporation incorporation, certificate of formation or by-laws (or analogous constitution or organizational documents) laws, as the case may be, of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any indenture, mortgage, indenture, lease, deed of trust, credit agreement or agreement, loan agreement, agreement or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all the shares of Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes constitute, or, when executed by the obligor thereof, will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms; and (viiviii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery to the Pledgee of the PledgeeSecurities pursuant to this Agreement, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute creates a valid and perfected first security interest in such CollateralSecurities and the proceeds thereof, subject to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the date hereof, (i) the Pledged Stock held by property or assets of such Pledgor consists of which would include the number and type of shares of the stock of the corporations as described in Annex A hereto; Securities. (iib) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (c) Each Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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, in each case except (wx) those which have been obtained or made, (xy) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, or (yz) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company U.S. Borrower or a Subsidiary of the Company U.S. Borrower otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 PLEDGORS. (a) From and after the date determined under Section 6.14 5.10 of each of the Credit Agreement Bank Facility Agreements that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith)hereof, and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit AgreementBank Facility Agreements; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company Borrower or a Subsidiary of the Company Borrower otherwise permitted under the Credit Agreement Bank Facility Agreements that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; Change; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company Borrower or a Subsidiary thereof otherwise permitted under the Credit Agreement Bank Facility Agreements as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have result in a Material Adverse Effect; (vi) [intentionally omitted]Change; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto)hereof, subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) , which filings have been made (or will be made within 5 days after the date hereof 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, in each case except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; andall the shares of Stock have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; (vii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute Pledged Stock creates a valid and perfected first priority security interest in such CollateralStock, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgor which would include the Securities; (viii) each Pledged Partnership Interest and each Pledged Limited Liability Company Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement and each limited liability company or operating agreement is the legal, valid and binding obligation of the applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or any limited liability company or operating agreement to which such security interest can be perfected by filing under the UCC. Each Pledgor further represents is a party, and warrants thatno Pledgor is in violation of any other material provisions of any partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, on the date hereof, or is otherwise in default or violation thereunder in any material respect; (ixi) the Pledged Stock held by such Pledgor consists pledge and assignment of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Partnership Interests and/or Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage pursuant to this Agreement, together with the relevant filings or recordings under the UCC (or other steps described in any applicable version of the issued UCC) (which filings, recordings or other steps have been made (or will be made) within 5 days after the date hereof), create a valid perfected and outstanding equity interests of the respective issuing Pledged continuing first priority security interest in such Partnership Interests and/or Limited Liability Company as Interests and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgee or which would include the Securities; (xii) there are no currently effective financing statements under the UCC covering property which is set forth now or hereafter may be included in Annex B hereto; the Collateral and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage will not, without the prior written consent of the entire Partnership Interests Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the respective Pledged Partnership Collateral, except financing statements filed or to be filed in favor of the Pledgee as is set forth secured party; (xiii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral- and (xiv) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in Annex C heretothe Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) Each Pledgor hereby further represents, warrants and covenants that as of the date hereof, the chief executive office of such Pledgor is located at the address indicated on Annex F hereto for such Pledgor. Such Pledgor will not move its chief executive office except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(b). No Pledgor shall establish new locations for such offices until (i) it shall have given to the Pledgee prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request, (ii) it shall have delivered to the Pledgee a written supplement to Annex F hereto in the form of Exhibit A-1 hereto as provided in clause (c) below showing the new location of its chief executive office and (iii) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain all security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. (c) Without in any way limiting Section 3.2 hereof, at any time and from time to time that any Pledgor (x) determines that the information with respect to it contained on Annex A, B, C and/or F, as the case may be, is inaccurate or (y) acquires any additional Securities which have not already been pledged hereunder and reflected on Annexes A through C, as appropriate, such Pledgor shall deliver a supplement to this Agreement, substantially in the form of Exhibit A- I hereto (each a "Pledge and Security Agreement Supplement") adding (or, in the case of any Securities released pursuant to Section 18 hereof, deleting) such Securities to (from) Annexes A through C hereto, as appropriate. The execution and delivery of any such supplement shall not require the consent of any Pledgor hereunder. It is understood and agreed that the pledge and security interests granted hereunder shall apply to all Collateral as provided in Section 3.1 hereof regardless of the failure of any Pledgor to deliver, or any inaccurate information stated in, the Pledge and Security Agreement Supplement as otherwise provided above. (d) Each Pledgor hereby covenants and agrees that with respect to all Partnership Interests or Limited Liability Company Interests, in each case required to be pledged by it hereunder, such Pledgor will deliver to the respective Pledged Partnerships or Pledged Limited Liability Companies, as the case may be (with copies to the Pledgee) a notice (appropriately completed) in the form of Annex D attached hereto (with such changes thereto as may be acceptable to the Pledgee) and by this reference made a part hereof (each such notice a "Partnership/LLC Notice") and such Pledgor will use its reasonable best efforts to cause to be delivered to the Pledgee an acknowledgment in the form set forth as Annex E attached hereto (with such changes thereto as may be acceptable to the Pledgee) (each such acknowledgment, a "Pledge Acknowledgment"), duly executed by the relevant Pledged Partnership and/or Pledged Limited Liability Company, as the case may be, in each case within forty-five days following the date of any pledge of any Pledged Partnership Interests or Pledged Limited Liability Company Interests hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents, warrants and covenants as follows: Section 4.01. Except for the security interest and pledge hereunder or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (g) of the Credit Agreement, (a) From such Pledgor has good and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be deliveredmarketable title to, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record sole legal and beneficial owner of, and has good title toPledgor holds the Pledged Collateral, all free and clear of any Lien or restriction on transfer, (b) there are no restrictions upon the voting rights of any of the Pledged Securities purported to be owned by Equity Interests, (c) the Pledged Equity Interests have been duly and validly issued, and are fully paid and non-assessable, and (d) such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full corporate or other necessary power, authority and legal right to pledge all execute, deliver and perform its obligations under this Agreement and to grant a security interest in the Pledged Securities;Collateral to the Administrative Agent, for the benefit of the Secured Parties, free of any Lien. Section 4.02. Such Pledgor shall promptly pay any and all Taxes upon the Pledged Collateral when due other than those contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP. Section 4.03. Such Pledgor shall not sell or otherwise assign, transfer or dispose of any Pledged Collateral or any interest therein, except as permitted under the Credit Agreement or pursuant to this Agreement. Section 4.04. Such Pledgor shall keep the Pledged Collateral free from any Lien, except for the pledge provided hereby or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (iiig) of the Credit Agreement, and shall take such actions reasonably necessary to protect such Pledged Collateral against all claims and demands of all Persons at any time claiming any interest therein. Such Pledgor further covenants that it will have the title to and right to pledge and grant a security interest in the Pledged Collateral hereafter pledged or in which a security interest is granted to the Lender hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Lender. Section 4.05. The Pledged Equity Interests represent, and such Pledgor is, the legal and beneficial holders of, the issued and outstanding Pledged Equity Interests of the Issuers described on Schedule 1 and shown thereon to be owned by such Pledgor, which constitutes all of the issued and outstanding Equity Interests of such Issuers, except as otherwise noted thereon. The information set forth in Schedule 1 (as updated from time to time pursuant hereto) is true, correct and complete in all respects. There are no existing warrants, options, calls or commitments relating to any Pledged Equity Interests. Section 4.06. Such Pledgor will not, without the prior written consent of the Administrative Agent, amend, modify or change any of the Organization Documents of the Issuers, other than any such amendments, modifications or changes which are not, and could not reasonably be expected to be, adverse in any material respect to the interests of the Agent, any Lender, the Issuing Bank, any Hedge Bank or any Cash Management Bank. Such Pledgor will perform and observe, or cause to be performed and observed, all of such Pledgor’s obligations under the Organization Documents of the Issuers. No provisions of any Organization Document of the Issuers (a) prohibits, restricts, conditions or otherwise affects the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or (b) otherwise conflicts with the terms of this Agreement Agreement. Section 4.07. If an Event of Default has been duly authorizedoccurred and is continuing, executed the Issuers will comply with entitlement orders originated by the Administrative Agent relating to the Pledged Collateral without any consent by any Pledgor or any other Person. Section 4.08. The execution and delivered delivery of, and performance by such Pledgor and constitutes the legalof its obligations under this Agreement will not violate any provision of law, valid and binding obligation of such Pledgor enforceable in accordance with its termsany order, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium judgment 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 decree of any other party (includingGovernmental Authority, without limitation, any stockholder or creditor the Organization Documents of such Pledgor or any indenture, agreement or other instrument to which such Pledgor is a party, or by which such Pledgor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of its Subsidiaries and time or both) a default under, or result in the creation or imposition of any other partners Lien of any nature whatsoever upon any of the property or members assets of such Pledgor’s partnerships Pledgor pursuant to, any such indenture, agreement or limited liability companies) and no instrument. Section 4.09. Except for the filing of proper UCC-1 financing statements with respect to Equity Interests for perfection purposes, such Pledgor is not required under U.S. law to obtain any consent, license, permit, approval or authorization of, exemption by, notice or report tofrom, or registration, filing (except to file any filings required under the UCC) declaration or declaration statement with, any governmental authority is required to be obtained by such Pledgor Governmental Authority in the U.S. or any other Person in connection with or as a condition to the execution, delivery or performance of this AgreementAgreement which has not been obtained. Section 4.10. This Agreement and other agreements and instruments relating hereto constitute the valid and binding obligations of such Pledgor, enforceable against it in each case except accordance with its terms, subject, however to Insolvency Laws and the application of general principles of equity and principles of good faith and fair dealing, whether in any action in law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right under any such agreement. Section 4.11. None of the Pledged Equity Interests consisting of partnership or limited liability company interests (wi) those which have been obtained is dealt in or madetraded on a securities exchange or in a securities market, (xii) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained terms or made in order to comply with the terms of or avoid defaults under any contract the applicable Issuer’s Organization Documents expressly provides that it is a security governed by Article 8 of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale ofUniform Commercial Code as in effect in any jurisdiction, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and an investment company security, or (iv) the Pledged Partnership Interests is held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 Creditorsa securities account.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) From it has, and after on the date determined under Section 6.14 of the Credit Agreement that this Agreement is required delivery to be deliveredAdministrative Agent of any Collateral, each Pledgor representswill have, warrants as of the date that the Pledge good and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements marketable title to the Annexes hereto in connection therewith), and, from Collateral and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Securities; Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such each Pledgor and constitutes the a legal, valid and binding obligation of such each 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); (ivc) no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiaries and any other partners or members of such each Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority Official Body is required to be obtained by such each Pledgor in connection with the execution, delivery or performance of this Agreement, in each case except Pledge Agreement which has not been obtained; (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (vd) the execution, delivery and performance of this Pledge Agreement by such Pledgor does will 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 foreignLaw, or of the certificate/articles of incorporation, bylaws, certificate of incorporation or by-laws (or analogous constitution or organizational documents) of such Pledgor or of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, any securities issued by such Pledgor shareholders’ agreement, any securityholders’ agreement or any other organizational document, as applicable, of its Subsidiaries, each Pledgor or of any mortgage, indenture, lease, deed of trust, credit agreement contract or loan other agreement, instrument or any other material agreement, contract or instrument undertaking to which such each Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such each Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition (or the obligation to create or impose) of any Lien on any of the assets of such each Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company Pledge Agreement or a Subsidiary thereof otherwise permitted under by the Credit Agreement as a result or by any other Loan Document; (e) there are no restrictions on the transferability of the sale ofCollateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or foreclosure of a Lien uponor, the Securities of Subsidiaries pledged hereunder if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent that the prior consent of other parties permitted by Law) with respect to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosurethis assignment, transfer, pledge, and (z) for such violations, liens or encumbrances, the occurrence grant of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in favor accordance with the terms of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid Credit Agreement and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B heretothis Pledge Agreement; and (ivf) the Pledged Partnership Interests held by pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid, continuing and enforceable Lien on all right, title and interest of each Pledgor constitute that percentage in or to such Collateral subject only to Permitted Liens, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of each Pledgor which would include the entire Partnership Interests of the respective Pledged Partnership as Collateral. The Collateral is set forth in Annex C heretofully paid and nonassessable. Each Pledgor covenants and agrees that it will defend the PledgeeAdministrative Agent’s and the other Secured Creditors’ right, title and security interest in and to Lien on the Collateral and the proceeds thereof against the claims and demands of all persons Persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Pledgee Administrative Agent as Collateral hereunder and will likewise defend the Administrative Agent’s right thereto and security interest therein of the Pledgee and the other Secured CreditorsLien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C heretohereof), subject to no Lien, except the Liens created by this Agreement or and Liens permitted under Section 9.01 of the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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 each case connection with the exercise of its rights and remedies pursuant to this Agreement, except (w) those which have been obtained or made, (x) made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as hereunder or which may be required to be obtained by the Pledgee pursuant to Section 22 or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder 23 hereof in connection with the exercise by the Pledgee of its rights and remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect;; 17 (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of all the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the all Pledged Limited Liability Company Interests held by have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; (vii) the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledged Stock creates a valid and perfected first security interest in such Stock, 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 constitute that percentage which would include the Securities; (viii) each Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement is the legal, valid and binding obligation of the issued applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement to which such Pledgor is a party, and outstanding equity interests no Pledgor is in violation of any other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xi) no Pledged Partnership Interest is subject to any defense, offset or counterclaim, nor have any of the respective issuing foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xii) the pledge and assignment of the Pledged Partnership Interests and/or Pledged Limited Liability Company as is set forth Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), create a valid perfected and continuing first priority security interest in Annex B hereto; and (iv) the Pledged such Partnership Interests held by and/or Limited Liability Company Interests 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 Pledgee or which would include the collateral; (xiii) there are no currently effective financing statements in respect of the UCC covering property which is now or hereafter may be included in the Collateral and such Pledgor constitute that percentage will not, without the prior written consent of the entire Partnership Interests Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the respective Pledged Partnership Collateral, except financing statements filed or to be filed in favor of the Pledgee as is set forth secured party; (xiv) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xv) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice 18 or document received by it which may adversely affect the Pledgee's interest in Annex C heretothe Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) Each Pledgor hereby further represents, warrants and covenants that as of the date hereof, the chief executive office of such Pledgor is located at the address indicated on Annex F hereto for such Pledgor. Such Pledgor will not move its chief executive office except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(b). No Pledgor shall establish new locations for such offices until (i) it shall have given to the Pledgee not less than 30 days' prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request, (ii) it shall have delivered to the Pledgee a written supplement to Annex F hereto in the form of Exhibit A-1 hereto as provided in clause (c) below showing the new location of its chief executive office and (iii) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain all security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. (c) Without in any way limiting Section 3.2 hereof, at any time and from time to time that any Pledgor (x) determines that the information with respect to it contained on Annex A, B, C and/or F, as the case may be, is inaccurate or (y) acquires any additional Securities which have not already been pledged hereunder and reflected on Annexes A through C, as appropriate, such Pledgor shall deliver a supplement to this Agreement, substantially in the form of Exhibit A-1 hereto (each a "Pledge and Security Agreement Supplement") adding (or, in the case of any Securities released pursuant to Section 18(b) hereof, deleting) such Securities to (from) Annexes A through C hereto, as appropriate. The execution and delivery of any such supplement shall not require the consent of any Pledgor hereunder. It is understood and agreed that the pledge and security interests granted hereunder shall apply to all Collateral as provided in Section 3.1 regardless of the failure of any Pledgor to deliver, or any inaccurate information stated in, the Pledge and Security Agreement Supplement as otherwise provided above. (d) Each Pledgor hereby covenants and agrees that with respect to all Partnership Interests or Limited Liability Company Interests, in each case required to be pledged by it hereunder, such Pledgor will deliver to the respective Pledged Partnerships or Pledged Limited Liability Companies, as the case may be (with copies to the Collateral Agent) a notice (appropriately completed) in the form of Annex D attached hereto and by this reference made a part hereof (each such notice a "Partnership/LLC Notice") and such Pledgor will use its reasonable best efforts to cause to be delivered to the Collateral Agent an acknowledgment in the form set forth as Annex E attached hereto (each such acknowledgment, a "Pledge 19 Acknowledgment"), duly executed by the relevant Pledged Partnership and/or Pledged Limited Liability Company, as the case may be, in each case within forty-five days following the date of any pledge of any Pledged Partnership Interests or Pledged Limited Liability Company Interests hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that Except as set forth on Schedule B to this Agreement is required to be deliveredAgreement, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Eventcovenants, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith)respectively, and, from and after such date, covenants that: (i) it is Each Pledgor has all requisite capacity, power and authority, being under no legal restriction, limitation or disability, to own the legalCollateral and to execute, record deliver and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by perform this Agreement or permitted under the Credit Agreement;. (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this This Agreement has been duly authorized, executed and delivered by such each Pledgor and constitutes the a legal, valid valid, and binding obligation of such Pledgor each Pledgor, enforceable in accordance with its terms. (iii) Each Pledgor is the record and beneficial owner of each share of the Collateral set forth next to such Pledgor's name on Schedule A. Each Pledgor has and will have good, except valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement with respect 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);Collateral. (iv) no All of the shares of the Collateral have been duly and validly issued, fully paid and nonassessable. (v) The Collateral is and will be duly and validly pledged for the benefit of Secured Party in accordance with law, and the Secured Party has and will have a good, valid, and perfected first lien on and security interest in the Collateral and the proceeds thereof. (vi) The execution, delivery and performance by each of the Pledgors of this Agreement does not and will not: (A) conflict with or result in a breach of or constitute a default or require any consent (which has not been obtained) under, or result in or require the acceleration of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report indebtedness pursuant to, any agreement, indenture or registrationother instrument to which each of the Pledgors is a party or by which each of the Pledgors may be bound or affected; or (B) conflict with or violate any judgment, filing decree, order, law, statute, ordinance, license or other governmental rule or regulation applicable to Pledgors. (except any filings required under the UCCvii) No approval, consent or declaration withother action by Pledgors, any governmental authority authority, or any other person or entity is required or will be necessary to be obtained by such Pledgor in connection with permit the valid execution, delivery or performance of this Agreement by any of the Pledgors. (viii) There is no action, claim, suit, proceeding or investigation pending, or to the knowledge of the Pledgors, threatened or reasonably anticipated, against or affecting Pledgors, this Agreement, in each case except (w) those which have been obtained or madethe transactions contemplated hereby, (x) as may be required before or by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 authority which might adversely affect Pledgors' ability to perform its obligations under this Agreement or foreign, or might materially adversely affect the value of the certificate Collateral. (ix) Other than (A) financing statements listed in Schedule C to this Agreement and (B) financing statements in favor of incorporation or by-laws (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its SubsidiariesSecured Party, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on no effective financing statement naming any of the assets of such Pledgor Pledgors as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts part of the Company Collateral is on file in any filing or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified recording office in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 Creditorsjurisdiction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents, warrants and covenants as follows: Section 4.01. Except for the security interest and pledge hereunder or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (g) of the Credit Agreement, (a) From such Pledgor has good and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be deliveredmarketable title to, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record sole legal and beneficial owner of, and has good title toPledgor holds the Pledged Collateral, all free and clear of any Lien or restriction on transfer, (b) there are no restrictions upon the voting rights of any of the Pledged Securities purported to be owned by Equity Interests, (c) the Pledged Equity Interests have been duly and validly issued, and are fully paid and non-assessable, and (d) such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full corporate or other necessary power, authority and legal right to pledge all execute, deliver and perform its obligations under this Agreement and to grant a security interest in the Pledged Securities;Collateral to the Administrative Agent, for the benefit of the Secured Parties, free of any Lien. Section 4.02. Such Pledgor shall promptly pay any and all Taxes upon the Pledged Collateral when due other than those contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP. Section 4.03. Such Pledgor shall not sell or otherwise assign, transfer or dispose of any Pledged Collateral or any interest therein, except as permitted under the Credit Agreement or pursuant to this Agreement. Section 4.04. Such Pledgor shall keep the Pledged Collateral free from any Lien, except for the pledge provided hereby or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (iiig) of the Credit Agreement, and shall take such actions reasonably necessary to protect such Pledged Collateral against all claims and demands of all Persons at any time claiming any interest therein. Such Pledgor further covenants that it will have the title to and right to pledge and grant a security interest in the Pledged Collateral hereafter pledged or in which a security interest is granted to the Lender hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Lender. Section 4.05. The Pledged Equity Interests represent, and such Pledgor is, the legal and beneficial holders of, the issued and outstanding Pledged Equity Interests of the Issuers described on Schedule 1 and shown thereon to be owned by such Pledgor, which constitutes all of the issued and outstanding Equity Interests of such Issuers, except as otherwise noted thereon. The information set forth in Schedule 1 (as updated from time to time pursuant hereto) is true, correct and complete in all respects. There are no existing warrants, options, calls or commitments relating to any Pledged Equity Interests. Section 4.06. Such Pledgor will not, without the prior written consent of the Administrative Agent, amend, modify or change any of the Organization Documents of the Issuers, other than any such amendments, modifications or changes which are not, and could not reasonably be expected to be, adverse in any material respect to the interests of the Agent, any Lender, the Issuing Bank, any Hedge Bank or any Cash Management Bank. Such Pledgor will perform and observe, or cause to be performed and observed, all of such Pledgor’s obligations under the Organization Documents of the Issuers. No provisions of any Organization Document of the Issuers prohibits, restricts, conditions or otherwise affects the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or otherwise conflicts with the terms of this Agreement Agreement. Section 4.07. If an Event of Default has been duly authorizedoccurred and is continuing, executed the Issuers will comply with entitlement orders originated by the Administrative Agent relating to the Pledged Collateral without any consent by any Pledgor or any other Person. Section 4.08. The execution and delivered delivery of, and performance by such Pledgor and constitutes the legalof its obligations under this Agreement will not violate any provision of law, valid and binding obligation of such Pledgor enforceable in accordance with its termsany order, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium judgment 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 decree of any other party (includingGovernmental Authority, without limitation, any stockholder or creditor the Organization Documents of such Pledgor or any indenture, agreement or other instrument to which such Pledgor is a party, or by which such Pledgor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of its Subsidiaries and time or both) a default under, or result in the creation or imposition of any other partners Lien of any nature whatsoever upon any of the property or members assets of such Pledgor’s partnerships Pledgor pursuant to, any such indenture, agreement or limited liability companies) and no instrument. Section 4.09. Except for the filing of proper UCC-1 financing statements with respect to Equity Interests for perfection purposes, such Pledgor is not required under U.S. law to obtain any consent, license, permit, approval or authorization of, exemption by, notice or report tofrom, or registration, filing (except to file any filings required under the UCC) declaration or declaration statement with, any governmental authority is required to be obtained by such Pledgor Governmental Authority in the U.S. or any other Person in connection with or as a condition to the execution, delivery or performance of this AgreementAgreement which has not been obtained. Section 4.10. This Agreement and other agreements and instruments relating hereto constitute the valid and binding obligations of such Pledgor, enforceable against it in each case except accordance with its terms, subject, however to Insolvency Laws and the application of general principles of equity and principles of good faith and fair dealing, whether in any action in law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right under any such agreement. Section 4.11. None of the Pledged Equity Interests consisting of partnership or limited liability company interests (wi) those which have been obtained is dealt in or madetraded on a securities exchange or in a securities market, (xii) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained terms or made in order to comply with the terms of or avoid defaults under any contract the applicable Issuer’s Organization Documents expressly provides that it is a security governed by Article 8 of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale ofUniform Commercial Code as in effect in any jurisdiction, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and an investment company security, or (iv) the Pledged Partnership Interests is held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 Creditorsa securities account.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date and covenants that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Pledged Securities purported to be owned pledged by such Pledgor (including as shown on Annexes A, B and C hereto)it hereunder, subject to no Lienpledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Liens liens and security interests created by this Agreement or permitted under the Credit Agreement; ; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; Securities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the a legal, valid and binding obligation of such Pledgor enforceable against it 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 any other partners or members of such Pledgor’s partnerships or limited liability companiesSubsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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 each case connection with the exercise of its rights and remedies pursuant to this Agreement, except (w) those which have been obtained or made, (x) as may be required in connection with the disposition of the Securities by laws affecting the offer offering and sale of securities generally generally, (y) those approvals required to be obtained from the Department of Insurance pursuant to the Credit Agreement, all of which approvals have been obtained or (z) in connection with the exercise by the Pledgee of certain of its rights and remedies hereunderpursuant to this Agreement, (y) as may be those approvals required to be obtained or made in order pursuant to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; California Insurance Code Section 1215.2; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, instrument or any other material agreement, contract or instrument undertaking 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, ; (yvi) for violations and defaults that may arise under contracts all of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result shares of Pledged Stock have been duly and validly issued, are fully paid and nonassessable; (vii) each of the sale ofPledged Notes is the legal, or foreclosure valid and binding obligation of a Lien uponthe respective obligor, the Securities of Subsidiaries pledged hereunder enforceable against such obligor in accordance with its terms, except to the extent that the prior consent of other parties to such contracts have not been obtained enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other actions specified similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in such contracts have not been taken in connection with any such sale equity or foreclosure, at law); and (zviii) for the pledge and assignment of the Securities pursuant to this Agreement, together with the delivery of such violations, liens or encumbrances, the occurrence of which could not reasonably be expected Securities pursuant to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement (which delivery has been made), creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected first security interest in such CollateralSecurities and the proceeds thereof, subject to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the date hereof, (i) the Pledged Stock held by property or assets of such Pledgor consists of which would include the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C heretoSecurities. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (b) Each Pledgor represents, warrants, and covenants that all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Pledgor to the Pledgee hereby in respect of the Collateral have been accomplished and the security interest granted to the Pledgee pursuant to this Agreement in and to the Collateral creates a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests. (c) Each Pledgor represents, warrants, and covenants that as of the date hereof, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Collateral, and so long as the Total Commitment has not been terminated or any Note remains unpaid or any of the Obligations remain unpaid or any Interest Rate Protection Agreement or Other Hedging Agreement remains in effect or any Obligations are owed with respect thereto, such Pledgor will not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by such Pledgor. (d) Each Pledgor represents, warrants and covenants that the chief executive office of such Pledgor is located at the address or addresses indicated on Annex D hereto for such Pledgor. Such Pledgor will not move its chief executive office except to such new location as such Pledgor may establish in accordance with the last sentence of this Section 15(d). No Pledgor shall establish a new chief executive office until (i) it shall have given to the Pledgee not less than 30 days' prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. (e) Each Pledgor represents, warrants and covenants that such Pledgor shall not change its legal name or assume or operate in any jurisdiction under any trade, fictitious or other name except new names established in accordance with the last sentence of this Section 15(e). No Pledgor shall assume or operate in any jurisdiction under any new trade, fictitious or other name until (i) it shall have given to the Pledgee not less than 30 days' prior written notice of its intention to do so, clearly describing such new name and the jurisdictions in which such new name shall be used and providing such other information in connection therewith as the Pledgee may request and (ii) with respect to such new name, it shall have taken all action requested by the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as and covenants to the Administrative Agent, for the benefit of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, Secured Parties as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants thatfollows: (ia) it such Pledgor is the legal, record and beneficial owner of, and has good legal title to, all the Pledged Securities purported to be owned by such Pledgor (Shares, including as shown without limitation the Pledged Shares listed on Annexes Exhibit A, B and C hereto), subject to no Liensuch shares are and all other Equity Interests constituting Pledged Collateral are free and clear of all Liens and other encumbrances and restrictions whatsoever, except the Liens created by this Agreement or permitted under the Credit AgreementPermitted Liens; (iib) it such Pledgor has full power, authority and legal right to execute this Agreement and to pledge all the Pledged SecuritiesShares and any additional Pledged Collateral to the Administrative Agent, for the benefit of the Secured Parties; (iiic) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the as such enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law)generally; (ivd) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares; (e) the Pledged Shares have been duly and validly authorized and issued, and are fully paid and non-assessable. On the date hereof, the Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Equity Interests of such class of the Issuers specified on Exhibit A; (f) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice of or report to, designation or registration, filing (except with any filings required under Governmental Authority on the UCC) or declaration with, any governmental authority part of such Pledgor is required to be obtained by such Pledgor in connection with or as a condition to the execution, delivery or performance of pledge and security interest granted under this Agreement, or the exercise by the Administrative Agent of the voting and other rights provided for in each case this Agreement except (w) those which have been obtained or made, (x) as may be required in connection with disposition of the Pledged Collateral by laws affecting the offer offering and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effectgenerally; (vg) the execution, delivery and performance of this Agreement by such Pledgor does not violate (i) require any provision consent or approval of any applicable law or regulation or holders 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 (or analogous constitution or organizational documents) Equity Interests of such Pledgor Pledgor, except those already obtained; (ii) violate or cause a default under the Organizational Documents of such Pledgor; (iii) violate or cause a default under any applicable law, material contract or of any securities issued by such Pledgor any Issuer, other than the Operating Agreement of Lake Canyon Transportation and Gathering, LLC; or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (iv) result in or require the creation or imposition (or the obligation to create or impose) of any Lien (other than Permitted Liens) on any of such Pledgor’s Property; (h) the assets of such Pledgor or any of its Subsidiaries; in each case except pledge, assignment and delivery (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that applicable) to the prior consent Administrative Agent of other parties to such contracts have not been obtained the Pledged Shares, or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and establishing control over the Pledged Shares (zto the extent applicable) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected pursuant to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid Lien on and a perfected security interest in the Pledged Shares and the Proceeds thereof in favor of the PledgeeAdministrative Agent, for the benefit of the Secured CreditorsParties, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, subject to the extent such security interest can be perfected by filing under the UCCno prior Lien (other than Permitted Liens). Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Such Pledgor covenants and agrees that it will defend the PledgeeAdministrative Agent’s and the other Secured Creditors’ right, title and security interest in and to the Collateral Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever, (i) subject to the rights of such Pledgor under the Loan Documents to dispose of the Pledged Shares and (ii) other than any holders of Permitted Liens; (i) with respect to any certificates delivered to the Administrative Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Issuer or otherwise, or, if such certificates are not Securities, such Pledgor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible; (j) none of the Pledged Shares have been issued or transferred in violation of the 1933 Act, 1934 Act or other applicable securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance shall or transfer may be subject; (k) no Pledged Collateral owned by such Pledgor is or shall be held by a securities intermediary, except for a Pledged Collateral held in a Securities Account in compliance with Section 4.11 of the Security Agreement; (l) (i) if the Organizational Documents of any Pledgor specify that such Pledgor has “opted in” to Article 8 of the UCC or otherwise provides that Article 8 of the UCC shall govern any related Pledged Collateral and/or any such Pledged Collateral will or may be evidenced by certificates, then (A) such certificates are Securities as defined in Article 8 of the UCC and (B) such Pledgor has delivered such certificates to the Administrative Agent; or (ii) if the Organizational Documents of any Pledgor do not specify that such Pledgor has “opted in” to Article 8 of the UCC or otherwise do not provide that Article 8 of the UCC governs any related Pledged Collateral and/or do not provide that such Pledged Collateral will or may be evidenced by certificates, then (A) such Pledged Collateral are not Securities as defined in Article 8 of the UCC and (B) such Pledgor shall not create or deliver any certificates to any Person in relation to such Pledged Collateral; and (iii) in either instance (i) or (ii), no Pledgor may amend or terminate any provision of its Organizational Documents pertaining to such Pledged Collateral. (m) the Administrative Agent has a perfected security interest in all uncertificated Pledged Shares pledged hereunder that are in existence on the date hereof. Each Pledgor covenants and hereby agrees that it will have like title to and right to pledge if any other property of the Pledged Shares are at any time hereafter pledged not evidenced by certificates of ownership, then each applicable Pledgor shall, to the Pledgee as Collateral hereunder extent permitted by applicable law, (i) cause the Issuer to execute and will likewise defend deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Shares substantially in the form of Exhibit D hereto or such other form that is reasonably satisfactory to the Administrative Agent and (ii) to the extent reasonably requested by the Administrative Agent, if necessary to perfect a security interest in such Pledged Shares, cause such pledge to be recorded on the equity holder register or the books of the Issuer, and execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right thereto and security interest therein of to transfer such Pledged Shares under the Pledgee and the other Secured Creditorsterms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, beneficial and record and beneficial owner of, and has good and marketable title to, all Pledged Collateral consisting of one or more Securities and that it has sufficient interest in all Collateral in which a security interest is purported to be owned by created hereunder for such Pledgor security interest to attach (including as shown on Annexes Asubject, B and C hereto)in each case, subject to no Lienpledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the Liens liens and security interests created by this Agreement or permitted under the Credit Agreement); (ii) it has full power, authority and legal right to pledge and assign all the Pledged SecuritiesCollateral pledged and assigned by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof 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); (iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s 's partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings or recordings required under to perfect the UCCPledgee's security interest in the Collateral, which will be made within ten (10) days of the Initial Borrowing Date) or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance of this Agreement, (b) the validity or enforceability of this Agreement (except as set forth in each case except clause (wiii) those which have been obtained or madeabove), (xc) the perfection or enforceability of the Pledgee's security interest in the Collateral (other than the Distributor Notes and related Collateral to the extent possession thereof has not been obtained, and is not then required to be obtained, by the Pledgee or any sub-collateral agent in accordance with the provisions of Section 3.2(a)(v)) or (d) except for compliance with or as may be required by laws affecting the offer and sale of applicable securities generally in connection with laws, the exercise by the Pledgee of certain any of its rights or remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effectprovided herein; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 material assets and will not result in the creation or imposition (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, ; (yvi) for violations and defaults that may arise under contracts all of the Collateral consisting of Securities, Limited Liability Company Interests and Partnership Interests has been duly and validly issued and acquired, is fully paid and nonassessable and is subject to no options to purchase or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result similar rights; (vii) to such Pledgor's knowledge, each of the sale ofPledged Notes constitutes, or foreclosure of a Lien uponwhen executed by the obligor thereof will constitute, the Securities legal, valid and binding obligation of Subsidiaries pledged hereunder such obligor, enforceable in accordance with its terms, except to the extent that the prior consent of other parties to such contracts have not been obtained enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other actions specified similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in such contracts have not been taken in connection with any such sale equity or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]at law); and (viiviii) the pledge, collateral assignment and delivery to the Pledgee of the Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected first priority security interest in such CollateralCertificated Securities, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral and the proceeds thereof against 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 claims and demands property or assets of all persons whomsoever; and such Pledgor covenants which would include the Securities and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as Collateral hereunder and will likewise defend the right thereto and enacted in any relevant jurisdiction to perfect security interest therein interests in respect of the Pledgee and the other Secured Creditors.such Collateral; and

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Pledged Securities purported to be owned pledged by such Pledgor (including as shown on Annexes A, B and C hereto)it hereunder, subject to no Lienpledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Liens liens and security interests created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (iii) this Agreement has all the shares of Stock have been duly authorizedand validly issued and are fully paid and nonassessable; and (iv) each of the Notes, when executed and delivered by such Pledgor and constitutes the obligor thereof, will be the legal, valid and binding obligation of such Pledgor obligor, enforceable in accordance with its terms, except to the extent that the enforceability hereof thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ ' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law);. (ivb) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) 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, in each case except (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and such . (c) Each Pledgor further 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 PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Pledged Securities purported to be owned pledged by such Pledgor (including as shown on Annexes A, B and C hereto)it hereunder, subject to no Lienpledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Liens liens and security interests created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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 stockholder, member, limited or general partner or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companiesSubsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance of this Agreement, in each case except (wb) those which have been obtained the validity or madeenforceability of this Agreement, (xc) the perfection or enforceability of the Pledgee's security interest in the Collateral or (d) except for compliance with or as may be required by laws affecting the offer and sale of applicable securities generally in connection with laws, the exercise by the Pledgee of certain any of its rights or remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effectprovided herein; (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 domestic or foreign governmental authority, domestic or foreign, or of the certificate of incorporation incorporation, certificate of formation or by-laws (or analogous constitution or organizational documents) laws, as the case may be, of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any indenture, mortgage, indenture, lease, deed of trust, credit agreement or agreement, loan agreement, agreement or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case Subsidiaries except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all the shares of Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes constitute, or, when executed by the obligor thereof, will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms; and (viiviii) this Agreement creates a valid security interest in favor the pledge, assignment and delivery to the Pledgee of the PledgeeSecurities pursuant to this Agreement, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute creates a valid and perfected first security interest in such CollateralSecurities and the proceeds thereof, subject to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the date hereof, (i) the Pledged Stock held by property or assets of such Pledgor consists of which would include the number and type of shares of the stock of the corporations as described in Annex A hereto; Securities. (iib) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ 's right, title and security interest in and to the Collateral 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. (c) Each Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that Except as set forth on SCHEDULE B to this Agreement is required to be deliveredAgreement, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Eventcovenants, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith)respectively, and, from and after such date, covenants that: (i) it is Each Pledgor has all requisite capacity, power and authority, being under no legal restriction, limitation or disability, to own the legalCollateral and to execute, record deliver and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by perform this Agreement or permitted under the Credit Agreement;. (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this This Agreement has been duly authorized, executed and delivered by such each Pledgor and constitutes the a legal, valid valid, and binding obligation of such Pledgor each Pledgor, enforceable in accordance with its terms. (iii) Each Pledgor is the record and beneficial owner of each share of the Collateral set forth next to such Pledgor's name on SCHEDULE A. Each Pledgor has and will have good, except valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement with respect 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);Collateral. (iv) no All of the shares of the Collateral have been duly and validly issued, fully paid and nonassessable. (v) The Collateral is and will be duly and validly pledged for the benefit of Secured Party in accordance with law, and the Secured Party has and will have a good, valid, and perfected first lien on and security interest in the Collateral and the proceeds thereof. (vi) The execution, delivery and performance by each of the Pledgors of this Agreement does not and will not: (A) conflict with or result in a breach of or constitute a default or require any consent (which has not been obtained) under, or result in or require the acceleration of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report indebtedness pursuant to, any agreement, indenture or registrationother instrument to which each of the Pledgors is a party or by which each of the PLEDGORS may be bound or affected; or (B) conflict with or violate any judgment, filing decree, order, law, statute, ordinance, license or other governmental rule or regulation applicable to Pledgors. (except any filings required under the UCCvii) No approval, consent or declaration withother action by Pledgors, any governmental authority authority, or any other person or entity is required or will be necessary to be obtained by such Pledgor in connection with permit the valid execution, delivery or performance of this Agreement by any of the Pledgors. (viii) There is no action, claim, suit, proceeding or investigation pending, or to the knowledge of the Pledgors, threatened or reasonably anticipated, against or affecting Pledgors, this Agreement, in each case except (w) those which have been obtained or madethe transactions contemplated hereby, (x) as may be required before or by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 authority which might adversely affect Pledgors' ability to perform its obligations under this Agreement or foreign, or might materially adversely affect the value of the certificate Collateral. (ix) Other than (A) financing statements listed in SCHEDULE C to this Agreement and (B) financing statements in favor of incorporation or by-laws (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its SubsidiariesSecured Party, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien on no effective financing statement naming any of the assets of such Pledgor Pledgors as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, (y) for violations and defaults that may arise under contracts part of the Company Collateral is on file in any filing or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified recording office in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest in favor of the Pledgee, for the benefit of the Secured Creditors, in the Collateral of such Pledgor and, when properly perfected by filing in the appropriate offices against such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 Creditorsjurisdiction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) From it has, and after on the date determined under Section 6.14 of the Credit Agreement that this Agreement is required delivery to be deliveredAdministrative Agent of any Collateral, each Pledgor representswill have, warrants as of the date that the Pledge good and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements marketable title to the Annexes hereto in connection therewith), and, from Collateral and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Securities; Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such each Pledgor and constitutes the a legal, valid and binding obligation of such each Pledgor enforceable in accordance with its terms; (c) subject to any filings required by the rules and regulations promulgated by the SEC, 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 creditors of such Pledgor or any of its Subsidiaries and any other partners or members of such each Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such each Pledgor in connection with the execution, delivery or performance of this Agreement, in each case except Pledge Agreement which has not been obtained; (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (vd) the execution, delivery and performance of this Pledge Agreement by such Pledgor does will 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 foreignlaw, or of the certificate/articles of incorporation, bylaws, certificate of incorporation or by-laws (or analogous constitution or organizational documents) of such Pledgor or of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, any securities issued by such Pledgor shareholders' agreement or any securityholders' agreement, as applicable, of its Subsidiaries, each Pledgor or of any mortgage, indenture, lease, deed of trust, credit agreement contract or loan other agreement, instrument or any other material agreement, contract or instrument undertaking to which such each Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such each Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition (or the obligation to create or impose) of any Lien on any of the assets of such each Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company Pledge Agreement or a Subsidiary thereof otherwise permitted under by the Credit Agreement as a result or by any other Loan Document; (e) there are no restrictions on the transferability of the sale ofCollateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or foreclosure of a Lien uponor, the Securities of Subsidiaries pledged hereunder if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent that the prior consent of other parties permitted by law) with respect to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosurethis assignment, transfer, pledge, and (z) for such violations, liens or encumbrances, the occurrence grant of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in favor accordance with the terms of the PledgeeCredit Agreement and this Pledge Agreement; and (f) the pledge, for the benefit assignment and delivery of the Secured Creditors, such Collateral pursuant to this Pledge Agreement will create a Prior Security Interest in the Collateral of such Pledgor andsubject only to Permitted Liens, when properly perfected by filing and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the appropriate offices against such Pledgor, shall constitute a valid property or assets of each Pledgor which would include the Collateral. The Collateral is fully paid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C heretononassessable. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ Administrative Agent's right, title and security interest in and to Lien on the Collateral and the proceeds thereof against the claims and demands of all persons Persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Pledgee Administrative Agent as Collateral hereunder and will likewise defend the Administrative Agent's right thereto and security interest therein of the Pledgee and the other Secured CreditorsLien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 10.15(d) of the Credit Agreement that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date (the “Reinstatement Date”) that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable Event (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), with such Reinstatement Event) and, from and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all the Pledged Securities; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the 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) except for the approval of directors of the issuer of ULC Shares pursuant to the articles of association thereof, no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC, which filings have been made) 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, in each case except (wx) those which have been obtained or made, (xy) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, or (yz) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company U.S. Borrower or a Subsidiary of the Company U.S. Borrower otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 (or analogous constitution or organizational documents) of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or 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 (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in this Agreement, Agreement and (y) for violations and defaults that may arise under contracts of the Company U.S. Borrower or a Subsidiary thereof otherwise permitted under the Credit Agreement as a result of the sale of, or foreclosure of a Lien lien upon, the Securities of Subsidiaries pledged hereunder to the extent that the prior consent of other parties to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosure, and (z) for such violations, liens or encumbrances, the occurrence of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]all the shares of Stock have been duly and validly issued, are fully paid and nonassessable (except, insofar as in the case of ULC Shares, such shares are assessable pursuant to the NSCA) and subject to no options to purchase or similar rights; (vii) the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledged Stock creates a valid and perfected first priority security interest in such Pledged Stock, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgor which would include the Securities; (viii) each Pledged Partnership Interest and each Pledged Limited Liability Company Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (ix) each partnership agreement and each limited liability company or operating agreement is the legal, valid and binding obligation of the applicable Pledgor, enforceable in accordance with its terms; (x) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement or any limited liability company or operating agreement to which such Pledgor is a party, or is otherwise in default or violation thereunder in any material respect; (xi) the pledge and assignment of the Pledged Partnership Interests and/or Pledged Limited Liability Company Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (or other steps described in any applicable version of the UCC) (which filings, recordings or other steps have been made), create a valid perfected and continuing first priority security interest in such Pledged Partnership Interests and/or Pledged Limited Liability Company Interests and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a lien or encumbrance on the property or assets of such Pledgee or which would include the Securities; (xii) except for financing statements in connection with the Original Credit Agreement, there are no currently effective financing statements under the UCC covering property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xiii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (viixiv) this Agreement creates each Pledgor shall deliver to the Pledgee a valid security interest in favor copy of each other demand, notice or document received by it which could reasonably be expected to adversely affect the Pledgee, for the benefit of the Secured Creditors, ’s interest in the Collateral of such Pledgor andpromptly upon, when properly perfected by filing but in the appropriate offices against any event within 10 days after, such Pledgor, shall constitute a valid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC’s receipt thereof. Each Pledgor further represents and warrants that, on the date hereofReinstatement Date, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C hereto. Each Pledgor covenants and agrees that it will defend the Pledgee’s and the other Secured Creditors’ right, title and security interest in and to the Collateral 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 PLEDGORS. Each Pledgor represents and warrants that: (a) From it has, and after on the date determined under Section 6.14 of the Credit Agreement that this Agreement is required delivery to be deliveredAdministrative Agent of any Collateral, each Pledgor representswill have, warrants as of the date that the Pledge good and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements marketable title to the Annexes hereto in connection therewith), and, from Collateral and after such date, covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement; (ii) it has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Securities; Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such each Pledgor and constitutes the a legal, valid and binding obligation of such each 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); (ivc) no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiaries and any other partners or members of such each Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such each Pledgor in connection with the execution, delivery or performance of this Agreement, in each case except Pledge Agreement which has not been obtained; (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsidiary pledged hereunder in connection with the exercise by the Pledgee of its remedies hereunder, and (z) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (vd) the execution, delivery and performance of this Pledge Agreement by such Pledgor does will 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 foreignlaw, or of the certificate/articles of incorporation, bylaws, certificate of incorporation or by-laws (or analogous constitution or organizational documents) of such Pledgor or of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, any securities issued by such Pledgor shareholders’ agreement or any securityholders’ agreement, as applicable, of its Subsidiaries, each Pledgor or of any mortgage, indenture, lease, deed of trust, credit agreement contract or loan other agreement, instrument or any other material agreement, contract or instrument undertaking to which such each Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such each Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition (or the obligation to create or impose) of any Lien on any of the assets of such each Pledgor or any of its Subsidiaries; in each case except (x) as contemplated in by this Agreement, (y) for violations and defaults that may arise under contracts of the Company Pledge Agreement or a Subsidiary thereof otherwise permitted under by the Credit Agreement as a result or by any other Loan Document; (e) there are no restrictions on the transferability of the sale ofCollateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or foreclosure of a Lien uponor, the Securities of Subsidiaries pledged hereunder if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent that the prior consent of other parties permitted by law) with respect to such contracts have not been obtained or other actions specified in such contracts have not been taken in connection with any such sale or foreclosurethis assignment, transfer, pledge, and (z) for such violations, liens or encumbrances, the occurrence grant of which could not reasonably be expected to have a Material Adverse Effect; (vi) [intentionally omitted]; and (vii) this Agreement creates a valid security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in favor accordance with the terms of the PledgeeCredit Agreement and this Pledge Agreement; and (f) the pledge, for the benefit assignment and delivery of the Secured Creditors, such Collateral pursuant to this Pledge Agreement will create a Prior Security Interest in the Collateral of such Pledgor andsubject only to Permitted Liens, when properly perfected by filing and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the appropriate offices against such Pledgor, shall constitute a valid property or assets of each Pledgor which would include the Collateral. The Collateral is fully paid and perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC. Each Pledgor further represents and warrants that, on the date hereof, (i) the Pledged Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Pledged Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Pledged Limited Liability Company Interests held by such Pledgor constitute that percentage of the issued and outstanding equity interests of the respective issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and (iv) the Pledged Partnership Interests held by such Pledgor constitute that percentage of the entire Partnership Interests of the respective Pledged Partnership as is set forth in Annex C heretononassessable. Each Pledgor covenants and agrees that it will defend the PledgeeAdministrative Agent’s and the other Secured Creditors’ right, title and security interest in and to Lien on the Collateral and the proceeds thereof against the claims and demands of all persons Persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Pledgee Administrative Agent as Collateral hereunder and will likewise defend the Administrative Agent’s right thereto and security interest therein of the Pledgee and the other Secured CreditorsLien thereon.