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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (iib) it has full corporate power, authority and legal right to pledge all the Collateral Securities pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Agreement, (xii) the validity or enforceability of this Agreement, (yiii) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (ziv) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement 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 foreign, applicable to such the Pledgor, or of the Certificate of Incorporation or By-Laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent executed by Holdings or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (h) the pledge, collateral assignment and delivery to the Collateral Agent of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to defend the right thereto and security interest therein of the Collateral Agent and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (iib) it has full corporate power, authority and legal right to pledge all the Collateral Securities pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Agreement, (xii) the validity or enforceability of this Agreement, (yiii) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (ziv) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement 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 foreign, applicable to such the Pledgor, or of the Certificate of Incorporation or By-Laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent executed by the Borrower or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (h) the pledge, collateral assignment and delivery to the Collateral Agent of the Securities (other than uncertificated securities) pursuant to this Agreement creates (i) a valid and perfected first priority Lien in the Securities, and the proceeds thereof in favor of the Collateral Agent for the benefit of the Bank Creditors and the Other Creditors subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities other than the lien and security interest described in clause (h)(ii) below and (ii) a valid and perfected security interest in favor of the Collateral Agent for the benefit of the Seller Creditors, which Lien and security interest is subject and subordinate to the Lien and security interest described in clause (h)(i) above. The Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to defend the right thereto and security interest therein of the Collateral Agent and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such the Pledgor, or of the Certificate of Incorporation or By-Laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (vi) all the shares of the Stock and Interests have been duly and validly issued, are fully paid and non-assessable (in the case of the Pledged Stock) and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes to the extent executed by the Borrower or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge, collateral assignment and, in the case of certificated securities, delivery to the Collateral Agent of the Securities or, in the case of uncertificated securities, the filing of a financing statement naming the Pledgor, as debtor, and, the Collateral Agent, as Secured Party, in each case, pursuant to this Agreement creates (i) a valid and perfected first priority Lien in the Collateral in favor of the Collateral Agent for the benefit of the Secured Creditors subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Collateral. The Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the 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 Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to defend the right thereto and security interest therein of the Collateral Agent and the Secured Creditors. The Pledgor further represents, warrants and covenants that the exact legal name, type of organization and jurisdiction of organization (together with the organizational identification number, if any, issued by such jurisdiction to the Pledgor) of the Pledgor is set forth in Schedule B hereto. The Pledgor shall not "reincorporate" or "reorganize" or otherwise cause the Collateral to be transferred to a Person incorporated or organized in another state except to the extent (x) permitted pursuant to the provisions of the Credit Agreement, (y) it shall have given to Collateral Agent not less than 30 days' prior written notice (in the form of an officers' certificate) of its intention so to do clearly describing such transaction and providing such other information in connection therewith as Collateral Agent may reasonably request and (z) with respect to such transaction, the Pledgor shall have taken all action reasonably satisfactory to Collateral Agent to maintain the perfection and priority of the security interest of Collateral Agent for the benefit of the Secured Parties in the Collateral intended to be granted hereby.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and, subject to applicable securities laws described in SECTION 11 hereof, marketable title to, all Collateral pledged by it hereunderthe Initial Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the Lien existing lien and security interest created by this Agreement and except Permitted Liens)Agreement; (iib) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power, authority and legal right to pledge all the Collateral Initial Pledged Stock pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor the Pledgor, and is enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder the stockholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or foreign, is required to be obtained by such the Pledgor or the Pledgee in connection with (w) the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, (x) in each case which has not been obtained or made, as the validity or enforceability of this Agreementcase may be, (y) the perfection or enforceability of the Collateral Agent's security interest and is not in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinfull force and effect; (ve) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiarieslaw, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or 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 material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Loan Agreement; (f) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any person; (g) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance or transfer of any shares of capital stock of Issuer pledged hereby; and (h) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior Lien, or to any agreement purporting to grant to any third party other than Pledgee a security interest in the property or assets of the Pledgor or which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of the Pledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that he 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 of its Subsidiaries except asthe Pledgee thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (ia) it is, or at is the time when pledged hereunder will be, the legal, legal record and beneficial owner of, and has (or will have) good and indefeasible title to, all Collateral pledged the Pledged Stock described herein as being owned by it hereunderit, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien lien and security interest created by this Agreement and except Permitted Liens)Agreement; (iib) Pledgor owns 100% of the issued and outstanding capital stock of Temtex International, Inc.; (c) it has full corporate power, authority and legal right to pledge all the Collateral Pledged Stock pledged by it pursuant to this Agreement; (iiid) this Agreement has all the shares of the Pledged Stock pledged by it have been duly authorizedvalidly issued, executed are fully paid and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)non-assessable; (ive) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiariesthe Subsidiary) and no order, consent, license, permit, approval approval, validation or authorization of, exemption by, notice or report to, to or registration, recording, filing or declaration with, any governmental or public body or authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity Agreement or enforceability of this Agreement, (y) the perfection or enforceability consummation of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities lawstransactions contemplated hereby, including, without limitation, the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral Agent of any of its rights or remedies provided hereinpursuant to this Agreement; and (vf) the executionpledge, assignment and delivery and performance of such Pledged Stock pursuant to this Agreement 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 foreign, applicable to creates a valid first lien on and a first perfected security interest in such Pledgor, or shares of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its SubsidiariesPledged Stock, or of any material and the proceeds thereof, subject to no prior pledge, lien, mortgage, indenturehypothecation, leasesecurity interest, loan agreementcharge, credit option or encumbrance or to any agreement or other contract, agreement or instrument or undertaking purporting to which such Pledgor or grant to any of its Subsidiaries is third party 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 security interest in the creation property or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor which would include the Pledged Stock. Pledgor covenants and agrees that it will defend Lender's right, title and security interest in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property which at any time hereafter may be pledged to Lender as Collateral hereunder and will likewise defend Lender's right thereto and security interest therein; and covenants and agrees that it will not, with respect to any Collateral, without the prior written consent of the Lender, enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any of its Subsidiaries except asother similar agreements or instruments.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that that: (a) on the date of delivery to the Bank of any Company Bonds described herein, neither the Issuer, the Agent, the Remarketing Agent (as defined in the Indenture) nor the Trustee will have any right, title or interest in or to the Company Bonds; (b) it has, and on the date of delivery to or for the benefit of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or Bank of any Company Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Company Bonds pursuant to this Revenue Bond Pledge Agreement; (iiic) this Revenue Bond Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a the legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder shareholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Revenue Bond Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Revenue Bond Pledge Agreement will not violate any provision of any applicable law law, rule or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityother Governmental Authority, domestic or foreign, applicable to such Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets assets, and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance Lien on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Revenue Bond Pledge Agreement; and (f) the pledge, assignment and delivery of such Company Bonds pursuant to this Revenue Bond Pledge Agreement will create a valid first Lien on, and a first perfected security interest in, all right, title and interest of the Pledgor in or to such Company Bonds 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 the Pledgor which could include the Company Bonds. The Pledgor covenants and agrees that it will defend the Bank’s right, title and Lien in and to the Company Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank’s right thereto and Lien therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as that: (a) on the date of delivery to the Agent of any Bank Bonds described herein, neither the Pledgor, nor, to the best of the date hereof (i) it is, or at the time when pledged hereunder will bePledgor's knowledge, the legalIssuer, record the Remarketing Agent, the Tender Agent or the Trustee will have any right, title or interest in and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien the Bank Bonds (except as provided in the Lien created by this Agreement and except Permitted LiensIndenture); (iib) it has has, and on the date of delivery to the Agent of any Bank Bonds will have, full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Bank Bonds pursuant to this Pledge Agreement; (iiic) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the as enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and generally or by equitable principles (regardless of whether enforcement is sought in equity or at law)principles; (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of upon its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Bank Bonds pursuant to this Pledge Agreement will create a valid first lien on and a perfected first priority security interest (subject only to the satisfaction of the prerequisites for perfection) in all right, title or interest of the Pledgor in or to such Bank Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of its Subsidiaries except asthe Pledgor which would include the Bank Bonds. The Pledgor covenants and agrees that it will defend the Agent's right, title and security interest in and to the Bank Bonds and the proceeds thereof against the claims and demands of any party whatsoever.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants and covenants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (iib) it has full corporate power, authority and legal right to pledge all the Collateral Securities pledged by it pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Agreement, (xii) the validity or enforceability of this Agreement, (yiii) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (ziv) except for compliance with or as may be required by applicable securities lawslaws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement will by the 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, applicable to such Pledgor, foreign or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of such Pledgor the Pledgor, or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent issued by the Pledgor or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (h) the pledge, collateral assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Stock. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants and covenants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (iib) it has full corporate power, authority and legal right to pledge all the Collateral Securities pledged by it pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' ’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Agreement, (xii) the validity or enforceability of this Agreement, (yiii) the perfection or enforceability of the Collateral Agent's Pledgee’s security interest in the Collateral or (ziv) except for compliance with or as may be required by applicable securities lawslaws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement will by the 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, applicable to such Pledgor, foreign or of the Certificate certificate of Incorporation incorporation or By-Laws by–laws of such Pledgor the Pledgor, or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent issued by the Pledgor or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (h) the pledge, collateral assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Stock. The Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' ’ rights 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 no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's ’s security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (vi) all the shares of the Pledged Stock and Pledged Interests have been duly and validly issued, are fully paid and non-assessable (in the case of Pledged Stock) and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes to the extent executed by the Company or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge, collateral assignment and, in the case of certificated securities (other than the Pledged Stock of Coinmach Corp. for so long as the Intercreditor Agreement remains in full force and effect), delivery to the Collateral Agent of the Securities or, in the case of uncertificated securities and securities of Coinmach Corp., the filing of a financing statement naming such Pledgor, as debtor, and the Collateral Agent, as Secured Party, in each case pursuant to this Agreement creates a valid and perfected Lien on the Collateral, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Collateral, except Permitted Liens. Each Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and each 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 Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to defend the right thereto and security interest therein of the Collateral Agent and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that: (a) on the date that as any Bonds become Pledged Bonds, none of the date hereof Bond Issuer, WRP nor the Bond Trustee (iexcept in its capacity as the Bank's designated custodian to hold the Pledged Bonds) it iswill have any right, title or at interest in and to the time when pledged hereunder will be, Pledged Bonds; (b) the legal, record and beneficial owner ofPledgor has, and has (or on the date that such Bonds become Pledged Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Pledged Bonds pursuant to this Pledge Agreement; (iiic) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Pledge Agreement will not violate violate, in any material respect, 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, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of upon its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of its Subsidiaries except asthe Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants that as of the date hereof covenants that: (i) it is, or at the time when pledged hereunder will be, is the legal, beneficial and record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral pledged by consisting of Pledged Stock and it hereunderhas all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, subject in each case, to no Lien (pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and except Permitted LiensAgreement); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (iii) this iii)this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 the Pledgor or any of its Subsidiariesthe Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority is required to be obtained by such the Pledgor in connection with (wa) the execution, delivery or performance of this Agreement, (xb) the validity or enforceability of this Agreement, Agreement or (yc) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinCollateral; (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, domestic or foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation, operating agreement, limited liability company agreement, partnership agreement or Byby-Laws laws of such the Pledgor or of any securities or other interests issued by such the Pledgor or any of its Subsidiariesthe Issuer, or of any material mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries the Issuer is a party or by which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective material assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or the Issuer except as contemplated by this Agreement; (vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; and (vii)the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of its Subsidiaries except asrelevant filings or recordings and/or any other action required to be taken in accordance with Section 3.2 (all of which have been made or taken, as the case may be), creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law, and other than the Lien created by the Utility Stock Pledge Agreement (65%) - Continued Tranche B Loan) on the property or assets of the Pledgor which would include the Pledged Stock and the Pledgee 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 in respect of such Collateral. (b) The Pledgor covenants and agrees that it will defend the Pledgee'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 the 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. 17.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants that as of the date hereof covenants that: (i) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and marketable title to, all Partnership Interests and other Collateral pledged by it hereunder, or in which it has granted a security interest pursuant hereto, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and except Permitted Liens)Agreement; (ii) it has full corporate partnership power, authority and legal right to pledge and grant a security interest in all the Collateral pledged and assigned by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a the legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, 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); (iv) except to the extent already as have been obtained or made, no consent of any other party (including, without limitation, any stockholder member or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) to the best of the Pledgor's knowledge, the execution, delivery and performance of this Agreement will by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, court arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of any Partnership Agreement or the Certificate partnership agreement of Incorporation or By-Laws of such the Pledgor or of any partnership units or securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contractdeed of trust, agreement or (including any partnership agreement of any Subsidiary Partnership), instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (vi) all Partnership Interests have been validly acquired and are fully paid for and validly pledged hereunder; (vii) the Pledgor has given true and accurate copies of the partnership agreement of the Pledgor to the Pledgee and the Pledgor will not amend or modify, or permit the amendment or modification of, such partnership agreement except as disclosed to the Pledgee; (viii) to the best of its knowledge, the Pledgee is not in default of any of its obligations under such partnership agreement; (ix) this Agreement creates (after all steps required under Article 8 of the UCC have been taken) in favor of the Pledgee a legal, valid and enforceable security interest in all right, title and interest of the Pledgor in the Collateral owned by the Pledgor on any date on which this representation and warranty is made or deemed made, which security interest shall, (A) upon delivery to the Pledgee of any certificates evidencing equity interests in a Subsidiary Partnership, (B) upon the filing of appropriate financing statements under the UCC in respect of any Subsidiary Partnership's partnership interest that is not represented by a certificate and (C) upon the taking of all steps required under Article 8 of the UCC (which delivery filings and/or steps have been done and remain in full force and effect as to the Collateral owned by the Pledgor on any date on which this representation and warranty is made or deemed made), constitute a fully perfected first lien on, and security interest in, all right, title and interest of the Pledgor in all of such Collateral, subject to no security interests of any other Person; (x) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral except financing statements filed or to be filed in favor of the Pledgee as secured party; and (xi) the chief executive office and principal place of business of the Pledgor and the sole location where the records of the Pledgor with respect to the Collateral are kept are located at 0000 Xxxxxx Xxxxxxxxx, Arlington, Virginia 22209 and the Pledgor shall not move its chief executive office, principal place of business or such location of records except upon notice to the Pledgee and after compliance with the terms of the Credit Agreement. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral and the Proceeds thereto against the claims and demands of all persons whomsoever.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants covenants that as of the date hereof (i) the Stock held by the Pledgor consists of the number and type of shares of the stock of the Company as described in Annex A hereto, (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good title to, of all Collateral pledged by it hereunderStock, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensPledge Agreement); (iiv) it has full corporate power, authority and legal right to pledge all the Collateral Pledged Stock pledged by it pursuant to this Pledge Agreement; (iiivi) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivvii) except to as have been obtained by the extent already obtained or madePledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder stockholder, partner or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Pledge Agreement, (y) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (z) or, except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (vviii) the execution, delivery and performance of this Pledge Agreement by the Pledgor 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 foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or equivalent organizational documents) of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Pledge Agreement; (ix) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (x) upon the pledge, assignment and delivery to the Pledgee of the endorsed Pledged Stock pursuant to this Pledge Agreement and the registration in the Shareholders' Book of the Company, the Pledgee in favor of the Secured Creditors will have a valid and perfected first priority Lien in the Pledged Stock, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the Pledged Stock; (xi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the 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; (xii) the Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xiii) the 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 the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the 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 THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) on the date hereof (i) it isof delivery to the Lender of any Borrower Bonds, neither the Issuer nor the Agent will have any right, title or at interest in and to the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien Borrower Bonds (except the Lien created by this Agreement and except Permitted Liensinterest of the Agent as agent for the Lender); (iib) it has the Pledgor has, and on the date of delivery to the Lender of any Borrower Bonds will have, full corporate power, authority and legal right to pledge all the Collateral of its right, title and interest in and to such Borrower Bonds pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its termsterms (subject, except as to the extent that the enforceability hereof may be limited by applicable bankruptcyenforceability, insolvencyto limitations resulting from Bankruptcy, fraudulent conveyance, reorganization, moratorium or insolvency and other similar laws generally affecting creditors' ’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at lawequity); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiariesthe Pledgor, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and delivery of Borrower Bonds pursuant to this Agreement, and as provided in the Indenture, will create a valid first lien on and a first perfected security interest in all right, title or interest of the Pledgor in or to such Borrower Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor or which would include the Borrower Bonds. The Pledgor covenants and agrees that it will defend the Lender’s right, title and security interest in and to the Borrower Bonds and the proceeds thereof against the claims and demands of all persons whosoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Lender as collateral hereunder and will likewise defend the Lender’s right thereto and security interest therein. The Pledgor shall be deemed to have represented and warranted to the Lender on each date that a drawing is made under the Letter of its Subsidiaries except asCredit that the statements contained herein are true and correct.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) on the date hereof of delivery to the Bank of any Pledged Bonds described herein, neither the Issuer, the Remarketing Agent (ias defined in the Indenture), the Tender Agent, nor the Trustee will have any right, title or interest in and to the Pledged Bonds; (b) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner ofhas, and has (or on the date of delivery to the Bank of any Pledged Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Pledged Bonds pursuant to this Pledge Agreement; (iiic) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of upon its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of its Subsidiaries except asthe Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants that as of the date hereof covenants that: (i) it is, or at the time when pledged hereunder will be, is the legal, beneficial and record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral pledged by consisting of Pledged Stock and it hereunderhas all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, subject in each case, to no Lien (pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and except Permitted LiensAgreement); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (iii) this iii)this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 the Pledgor or any of its Subsidiariesthe Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority is required to be obtained by such the Pledgor in connection with (wa) the execution, delivery or performance of this Agreement, (xb) the validity or enforceability of this Agreement, (yc) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (zd) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; provided, that any Person acquiring the voting securities of the Issuer or Newco may require prior approval from the Federal Energy Regulatory Commission and the California Public Utilities Commission. (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, domestic or foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation, operating agreement, limited liability company agreement, partnership agreement or Byby-Laws laws of such the Pledgor or of any securities or other interests issued by such the Pledgor or any of its Subsidiariesthe Issuer, or of any material mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries the Issuer is a party or by which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective material assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or the Issuer except as contemplated by this Agreement; (vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; and (vii)the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of its Subsidiaries except asrelevant filings or recordings and/or any other action required to be taken in accordance with Section 3.2 (all of which have been made or taken, as the case may be), creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law, and other than the Lien created by the Utility Stock Pledge Agreement (35%) – Continued Tranche B Loan) on the property or assets of the Pledgor which would include the Pledged Stock and the Pledgee 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 in respect of such Collateral. (b) The Pledgor covenants and agrees that it will defend the Pledgee'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 the 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. 17.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants covenants that as of the date hereof (i) the Stock held by the Pledgor consists of the number and type of shares of the stock of the Company as described in Annex A hereto, (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock and (iv) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good title to, of all Collateral pledged by it hereunderStock, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensPledge Agreement); (iiv) it has full corporate power, authority and legal right to pledge all the Collateral Pledged Stock pledged by it pursuant to this Pledge Agreement; (iiivi) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivvii) except to as have been obtained by the extent already obtained or madePledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder stockholder, partner or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Pledge Agreement, (y) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (z) or, except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (vviii) the execution, delivery and performance of this Pledge Agreement by the Pledgor 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 foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or equivalent organizational documents) of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Pledge Agreement; (ix) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (x) the pledge, assignment and delivery to the Pledgee of the endorsed Pledged Stock pursuant to this Pledge Agreement creates a valid and perfected first priority Lien in the Pledged Stock, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the Pledged Stock; (xi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the 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; (xii) the Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xiii) the 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 the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the 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 THE PLEDGOR. (a) Each The Pledgor represents and warrants that as (a) it owns 100% of the date hereof issued and outstanding capital stock of each Subsidiary listed on Schedule I hereto; (ib) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, all Collateral pledged by it hereunderthe Initial Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the Lien existing lien and security interest created by this Agreement and except Permitted Liens)those created by the Stock Pledge Agreements of even date herewith executed by Pledgor in favor of Bank Agent and Travelers; (iic) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power, authority and legal right to pledge all the Collateral Initial Pledged Stock pursuant to this Agreement; (iiid) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor the Pledgor, and is enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ive) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder the stockholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor or Agent in connection with (w) the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, (x) in each case which has not been obtained or made, as the validity or enforceability of this Agreementcase may be, (y) the perfection or enforceability of the Collateral Agent's security interest and is not in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinfull force and effect; (vf) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiarieslaw, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or 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 material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Purchase Documents; (g) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (h) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of any Issuer pledged hereby; and (i) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Agent retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior lien, or to any agreement purporting to grant to any third party other than Agent a security interest in or control of the property or assets of the Pledgor or which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of Agent in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to Agent, as Collateral hereunder and will likewise defend the right of its Subsidiaries except asAgent and the Purchasers thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) it has, and on the date hereof (i) it is, or at of delivery to the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or Agent of any Collateral will have) , good and marketable title to, all to the Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivc) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinPledge Agreement which has not been obtained; (vd) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such PledgorLaw, or of the Certificate articles of Incorporation incorporation, certificate of organization or By-Laws certificate of such Pledgor limited partnership (or equivalent thereof), as applicable; the bylaws, operating or limited liability company agreement or limited partnership agreement (or equivalent thereof), as applicable; or any equityholders agreement of any Company or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such either the Pledgor or any of its Subsidiaries Company is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries Company or upon any of their its or its respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance Lien on any of the assets of such the Pledgor or any Company except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of its Subsidiaries except asthe Collateral to the Agent or with respect to the foreclosure and transfer thereof by the Agent or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of a security interest to the Agent and with respect to the foreclosure and transfer thereof by the Agent (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid first Lien on all right, title and interest of the Pledgor in or to such Collateral, 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 the Pledgor which would include the Collateral. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Agent’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and 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 Agent as collateral hereunder and will likewise defend the Agent’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) it has, and on the date hereof (i) it is, or at of delivery to the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or Agent of any Collateral will have) , good and marketable title to, all to the Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivc) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinPledge Agreement which has not been obtained; (vd) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such PledgorLaw, or of the Certificate articles of Incorporation incorporation, by-laws or By-Laws any shareholders agreement of such the Pledgor or the Corporation or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such either Pledgor or any of its Subsidiaries the Corporation is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries the Corporation or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance Lien on any of the assets of such the Pledgor or the Corporation except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Agent or with respect to the foreclosure and transfer thereof by the Agent or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of its Subsidiaries except asa security interest to the Agent and with respect to the foreclosure and transfer thereof by the Agent (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid first Lien on all right, title and interest of the Pledgor in or to such Collateral, 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 the Pledgor which would include the Collateral other than Permitted Liens. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Agent’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and 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 Agent as collateral hereunder and will likewise defend the Agent’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, all Collateral pledged by it hereunderthe Initial Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the Lien existing lien and security interest created by this Agreement and except Permitted Liens)Agreement; (iib) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power, authority and legal right to pledge all the Collateral Initial Pledged Stock pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor the Pledgor, and is enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder the stockholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor or the Pledgee in connection with (w) the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, (x) in each case which has not been obtained or made, as the validity or enforceability of this Agreementcase may be, (y) the perfection or enforceability of the Collateral Agent's security interest and is not in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinfull force and effect; (ve) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiarieslaw, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or 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 material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Credit Documents; (f) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (g) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of Issuer pledged hereby; and (h) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior lien, or to any agreement purporting to grant to any third party other than Pledgee a security interest in or control of the property or assets of the Pledgor or which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of the Pledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and 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 of its Subsidiaries except asthe Pledgee and the Beneficiaries thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) on the date hereof of delivery to the Bank or its designee of any Pledged Bonds in accordance with Section 2 hereof, neither the Issuer, the Remarketing Agent nor the Agent will have any right, title or interest in and to the Pledged Bonds; (ib) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner ofhas, and has (on the date of delivery to the Bank or its designee of any Pledged Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Pledged Bonds pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, of exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate charter documents of Incorporation or By-Laws of such the Pledgor or of any securities issued by such Pledgor or any of its Subsidiariesthe Pledgor, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Agreement will create a valid first lien on, and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of its Subsidiaries except asthe Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (iib) it has full corporate power, authority and legal right to pledge all the Collateral Securities pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement the issue of enforceability is sought considered in a proceeding in equity or at law); (ivd) except to the extent already obtained or madeobtained, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Agreement, (xii) the validity or enforceability of this Agreement, (yiii) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (ziv) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Agreement 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 foreign, foreign applicable to such the Pledgor, or of the Certificate of Incorporation or By-Laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien Lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and equitable principles (regardless of whether enforcement is sought in equity or at law); and (h) the pledge, assignment and delivery of the Securities pursuant to this Agreement creates a valid and perfected first priority Lien in such Securities, and the proceeds thereof (other than any cash proceeds thereof to the extent not required to be delivered to the Pledgee pursuant to the terms hereof), subject to no Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all Persons whomsoever; and the 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 THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof (ia) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and, subject to applicable securities laws described in Section 11 hereof, marketable title to, all Collateral pledged by it hereunderthe Initial Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the Lien existing lien and security interest created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iiib) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor the Pledgor, and is enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivc) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder the stockholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or foreign, is required to be obtained by such Pledgor the Pledgor, the Pledgee or any Lender in connection with (w) the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, (x) in each case which has not been obtained or made, as the validity or enforceability of this Agreementcase may be, (y) the perfection or enforceability of the Collateral Agent's security interest and is not in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinfull force and effect; (vd) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its SubsidiariesLaw, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or 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 material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Credit Agreement; (e) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non- assessable and have not been issued in violation of any preemptive or other rights of any person; (f) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance or transfer of any shares of capital stock of Issuer pledged hereby; and (g) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior Lien, or to any agreement purporting to grant to any third party other than Pledgee for the benefit of the Lenders a security interest in the property or assets of the Pledgor or which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of the Pledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that he will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee for the benefit of its Subsidiaries except asthe Lenders as Collateral hereunder and will likewise defend the right of the Pledgee for the benefit of the Lenders thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as (a) the Pledgor is a corporation duly organized, validly existing, and in good standing under the laws of the date hereof State of Delaware; (ib) it is, or at the time when pledged hereunder will be, Pledgor is the legal, legal record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunderthe Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien lien and security interest created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iiic) all the shares of the Pledged Stock have been duly and validly issued, are fully paid and non-assessable; (d) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged Stock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock; (e) the Pledged Stock constitutes, in the aggregate, 100% of the issued and outstanding shares of capital stock of DC Systems as of the date of this Agreement; (f) the Pledgor has the power, right and authority to execute and deliver this Agreement; (g) the execution, delivery and performance by the Pledgor of this Agreement do not and will not (1) require any consent or approval of any Person that has not been obtained, (2) contravene its Articles of Incorporation or By-laws, (3) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect applicable to the Pledgor, (4) result in a breach of, constitute a default under or otherwise contravene any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Pledgor is a party or by which the Pledgor or the Pledgor's properties may be bound or affected, (5) result in, or require, the creation or 5 -5- imposition of any Lien (other than a Lien in favor of the Lender) upon or with respect to any of the Pledgor's properties now owned or hereafter acquired, or (6) cause the Pledgor to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument; (h) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor, enforceable against the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or insolvency and other similar laws generally affecting creditors' rights generally; and by equitable principles (regardless of whether enforcement i) there is sought in equity no action, suit or at law); (iv) except to proceeding pending or threatened against or otherwise affecting the extent already obtained or made, no consent of Pledgor before any other party (including, without limitation, any stockholder or creditor of such Pledgor Governmental Authority or any arbitrator which may adversely affect the ability of the Pledgor to perform its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of obligations under this Agreement. The Pledgor covenants and agrees that the Pledgor will defend the Lender's right, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's title and security interest in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that the Pledgor will have like title to and right to pledge any other property at any time hereafter pledged to the Lender, as Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets hereunder and will not result in likewise defend the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asLender's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants that as of the date hereof covenants that: (i) it is, or at the time when pledged hereunder will be, is the legal, beneficial and record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral pledged by consisting of Pledged Stock and it hereunderhas all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, subject in each case, to no Lien (pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and except Permitted LiensAgreement); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (iii) this iii)this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 the Pledgor or any of its Subsidiariesthe Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority is required to be obtained by such the Pledgor in connection with (wa) the execution, delivery or performance of this Agreement, (xb) the validity or enforceability of this Agreement, Agreement or (yc) the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinCollateral; (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, domestic or foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation, operating agreement, limited liability company agreement, partnership agreement or Byby-Laws laws of such the Pledgor or of any securities or other interests issued by such the Pledgor or any of its Subsidiariesthe Issuer, or of any material mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries the Issuer is a party or by which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective material assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or the Issuer except as contemplated by this Agreement; (vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; and (vii)the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of its Subsidiaries except asrelevant filings or recordings and/or any other action required to be taken in accordance with Section 3.2 (all of which have been made or taken, as the case may be), creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law, and other than the Lien created by the Utility Stock Pledge Agreement (65%) -

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) it has, and on the date hereof (i) it is, or at of delivery to the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or Bank of any Collateral will have) , good and marketable title to, all to the Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (iiib) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivc) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinPledge Agreement which has not been obtained; (vd) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such PledgorLaw, or of the Certificate articles of Incorporation incorporation, by-laws or By-Laws any shareholders agreement of such the Pledgor or any Corporation or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such either the Pledgor or any of its Subsidiaries Corporation is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries Corporation or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance Lien on any of the assets of the Pledgor except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Bank or with respect to the foreclosure and transfer thereof by the Bank or, if there are any such Pledgor restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of a security interest to the Bank and with respect to the foreclosure and transfer thereof by the Bank (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of its Subsidiaries except assuch Collateral pursuant to this Pledge Agreement will create a valid first Lien on all right, title and interest of the Pledgor in or to such Collateral, 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 the Pledgor which would include the Collateral other than Liens permitted under the Loan Agreement. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Bank’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and 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 Bank as collateral hereunder and will likewise defend the Bank’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as that: (a) on the date of delivery to the Bank (or to the Custodian for the benefit of the date hereof Bank, as the case may be) of any Company Bonds described herein, neither the Issuer, the Tender Agent, the Remarketing Agent (ias defined in the Indenture) nor the Trustee will have any right, title or interest in and to the Company Bonds; (b) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner ofhas, and has (on the date of delivery to or for the benefit of the Bank of any Company Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Company Bonds pursuant to this Revenue Bond Pledge Agreement; (iiic) this Revenue Bond Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a the legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder shareholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Revenue Bond Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Revenue Bond Pledge Agreement will not violate any provision of any applicable law law, rule or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityother Governmental Authority, domestic or foreign, applicable to such Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets assets, and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance Lien on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Revenue Bond Pledge Agreement; and (f) the pledge, assignment and delivery of such Company Bonds pursuant to this Revenue Bond Pledge Agreement will create a valid first Lien on, and a first perfected security interest in, all right, title and interest of the Pledgor in or to such Company Bonds 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 the Pledgor which could include the Company Bonds. The Pledgor covenants and agrees that it will defend the Bank’s right, title and Lien in and to the Company Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank’s right thereto and Lien therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of to the date hereof Secured Parties that: (ia) it is, or at the time when pledged hereunder will be, Pledgor is the legal, legal record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, the Pledged Interests and the Pledged Interests are subject to no Lien (other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the Lien security interest created by this Agreement and except Permitted Liens)the Existing Regions Security Documents; (iib) it the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full corporate power, authority and legal right to pledge all the Collateral Pledged Interests pursuant to this Agreement; (iiid) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ive) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, ; and (xf) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's Agreement creates a valid security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities lawsPledged Collateral, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the executionsubject to no prior pledge, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any orderlien, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenturehypothecation, leasesecurity interest, loan agreementcharge, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien option or encumbrance on any of except the assets of such Pledgor or any of its Subsidiaries except asExisting Regions Security Documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of (after giving effect to the date hereof transaction contemplated in the Securities Purchase Agreement consummated on the Closing Date) (ia) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral Pledged Notes pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensNote Pledge Agreement); (iib) it has full corporate the requisite power, authority and legal right to pledge all the Collateral Notes pledged by it pursuant to this Note Pledge Agreement; (iiic) this Note Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' ’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (wi) the execution, delivery or performance of this Note Pledge Agreement, (xii) the validity or enforceability of this Agreement, Note Pledge Agreement or (yiii) the perfection or enforceability of the Collateral Agent's ’s security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinPledged Notes; (ve) the execution, delivery and performance of this Note Pledge Agreement 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 foreign, applicable to such the Pledgor, or of the Certificate organizational or other organic governing documents of Incorporation or By-Laws of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such the Pledgor or any of its Subsidiaries except asas contemplated by this Note Pledge Agreement; (f) each of the Notes to the extent issued by the Borrowers constitutes, or when executed by the Borrowers will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (g) the pledge, collateral assignment and delivery to the Collateral Agent of the Notes pursuant to this Note Pledge Agreement creates a valid and perfected first priority Lien in the Notes, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Notes; (h) on the date hereof the Pledged Notes consist of the promissory notes described in Annex A hereto; (i) the Pledgor is the holder of record and sole beneficial owner of the Notes; (j) on the date hereof, the Pledgor owns no other Pledged Notes; and (k) on the date hereof, no Subsidiary has made any advance, loan or other extension of credit (contingent or otherwise) to either Borrower. The Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in and to the Notes and such proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Collateral Agent as Pledged Notes hereunder and will likewise defend the right thereto and security interest therein of the Collateral Agent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) for the execution, delivery or performance of this AgreementAgreement by the Pledgor, (x) the validity or enforceability of this Agreement, (y) Agreement and the perfection or enforceability of the Collateral AgentPledgee's security interest in the Collateral (other than, in respect of the proceeds of the Pledged Securities, the filing of Form UCC-1 financing statements or the appropriate equivalent (zwhich filings, have been made)) or except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent Pledgee of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement by the Pledgor, and the compliance by it with the terms and provisions hereof, will not violate any provision of any applicable law or regulation or of any applicable order, judgment, writ, award injunction or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such the Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or equivalent organizational documents) of such the Pledgor or of any securities issued by such the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or any other material contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets Collateral of such the Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (vi) all the shares of Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes issued by any Credit Party or by any of its Subsidiaries constitutes, or when executed by the respective obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights 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 no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asas contemplated by this Agreement; (vi) all the shares of the Pledged Stock and Pledged Interests have been duly and validly issued, are fully paid and non-assessable (in the case of Pledged Stock) and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes to the extent executed by the Company or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge, collateral assignment and, in the case of certificated securities (other than the Pledged Stock of Coinmach Corp. for so long as the Intercreditor Agreement remains in full force and effect), delivery to the Collateral Agent of the Securities or, in the case of uncertificated securities and securities of Coinmach Corp., the filing of a financing statement naming such Pledgor, as debtor, and the Collateral Agent, as Secured Party, in each case pursuant to this Agreement creates a valid and perfected Lien on the Collateral, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Collateral, except Permitted Liens. Each Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and each 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 Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to defend the right thereto and security interest therein of the Collateral Agent and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as (a) it owns 100% of the date hereof issued and outstanding capital stock of each Subsidiary listed on Schedule I hereto (iexcept with respect to ePacific Incorporated, a Delaware corporation ("ePacific"), in which Pledgor owns the capital stock of ePacific as set forth on Schedule I hereto); (b) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, all Collateral pledged by it hereunderthe Initial Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the Lien existing lien and security interest created by this Agreement and except Permitted Liens)those created by the Stock Pledge Agreements of even date herewith executed by Pledgor in favor of Bank Agent and Travelers; (iic) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power, authority and legal right to pledge all the Collateral Initial Pledged Stock pursuant to this Agreement; (iiid) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor the Pledgor, and is enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ive) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder the stockholders or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor or Agent in connection with (w) the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, (x) in each case which has not been obtained or made, as the validity or enforceability of this Agreementcase may be, (y) the perfection or enforceability of the Collateral Agent's security interest and is not in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinfull force and effect; (vf) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiarieslaw, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or 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 material its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Purchase Documents; (g) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (h) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of any Issuer pledged hereby; and (i) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Agent retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior lien, or to any agreement purporting to grant to any third party other than Agent a security interest in or control of the property or assets of the Pledgor or which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of Agent in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to Agent, as Collateral hereunder and will likewise defend the right of Agent and the Purchasers thereto and security interest therein. Notwithstanding anything to the contrary contained in this Section 15, all of the capital stock of ePacific owned by Pledgor is subject to a Stockholders' Agreement dated as of March 30, 2000 which provides, among other things, that no stockholder of ePacific may effect certain sales of such securities without affording the other stockholders of ePacific a right to participate in each such sale and no party to such Stockholders' Agreement may assign its Subsidiaries except asrights thereunder without the prior written consent of the other parties thereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants, and so long as this Agreement is in effect, shall be deemed continuously to represent and warrant, that (a) Each Pledgor represents and warrants that as of it is the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, legal record and beneficial owner of, and has good and (or will havesubject to applicable securities laws) good marketable title to, all Collateral pledged by it hereunderthe Pledged Notes, subject to no Lien (lien or encumbrance whatsoever, except the Lien lien created by this Agreement and except Permitted Liens)Agreement; (iib) it has full corporate power, authority and legal right to pledge all the Collateral Pledged Notes pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar laws generally affecting enforcement of creditors' rights generally and by equitable except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party person (including, without limitation, any stockholder stockholders or creditor creditors of such Pledgor or any of its Subsidiaries) the Pledgor), and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or and performance of this Agreement, (x) other than those that have been obtained prior to the validity or enforceability date hereof and other than filings for disclosure purposes pursuant to the Securities Exchange Act of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein1934; (ve) the execution, delivery and performance of this Agreement will not violate any provision provisions 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, applicable to such Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of such Pledgor Alpharma or of the Pledgor, or of any securities issued by such Pledgor or any of its Subsidiariesthe Pledgor, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party party, or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets its assets, and will not result in the creation or imposition of (or the obligation to create or impose) any lien or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (f) all of the Pledged Notes have been duly authorized, executed, and delivered and authenticated by the Trustee and consideration equal to the face amount thereof has been paid to Alpharma; (g) the use of proceeds received by the Pledgor under the Loan Agreement will not violate Regulation G, T, U or X of the Board of Governors of the United States Federal Reserve System as now or from time to time hereafter in effect; (h) the pledge of the Pledged Notes and the perfection of such pledge, as contemplated in Section 3 of this Agreement, creates a legal, valid and enforceable lien on, and a first perfected security interest in, the Pledged Notes and the proceeds thereof and therefrom, subject to no prior lien or other encumbrance, or to any agreement purporting to grant to any third party a lien or other encumbrance on the property or assets of the Pledgor or which would include the Pledged Notes; and (i) the Pledgor is not an "investment company" as such term is defined in Section 3 of the Investment Company Act of 1940. The Pledgor covenants and agrees that it will (i) defend the Secured Party's right, title and security interest in and to the Pledged Collateral against the claims and demands of all entities, and (ii) have like title to and right to pledge any of its Subsidiaries except asother property at any time hereafter pledged to the Secured Party as Pledged Collateral hereunder, and will likewise defend the Secured Party's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as (a) the Pledgor is a corporation duly organized, validly existing, and in good standing under the laws of the date hereof State of Texas; (ib) it is, or at the time when pledged hereunder will be, Pledgor is the legal, legal record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunderthe Pledged Stock, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien lien and security interest created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iiic) all the shares of the Pledged Stock have been duly and validly issued, are fully paid and non-assessable; (d) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged Stock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock; (e) the Pledged Stock constitutes, in the aggregate, 100% of the issued and outstanding shares of capital stock of DCS* Gasnet as of the date of this Agreement; (f) the Pledgor has the power, right and authority to execute and deliver this Agreement; (g) the execution, delivery and performance by the Pledgor of this Agreement do not and will not (1) require any consent or approval of any Person that has not been obtained, (2) contravene its Articles of Incorporation or By-laws, (3) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect applicable to the Pledgor, (4) result in a breach of, constitute a default under or otherwise contravene any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Pledgor is a party or by which the Pledgor or the Pledgor's properties may be bound or affected, (5) result in, or require, the 5 -5- creation or imposition of any Lien (other than a Lien in favor of the Lender) upon or with respect to any of the Pledgor's properties now owned or hereafter acquired, or (6) cause the Pledgor to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument; (h) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor, enforceable against the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or insolvency and other similar laws generally affecting creditors' rights generally; and by equitable principles (regardless of whether enforcement i) there is sought in equity no action, suit or at law); (iv) except to proceeding pending or threatened against or otherwise affecting the extent already obtained or made, no consent of Pledgor before any other party (including, without limitation, any stockholder or creditor of such Pledgor Governmental Authority or any arbitrator which may adversely affect the ability of the Pledgor to perform its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of obligations under this Agreement. The Pledgor covenants and agrees that the Pledgor will defend the Lender's right, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's title and security interest in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that the Pledgor will have like title to and right to pledge any other property at any time hereafter pledged to the Lender, as Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets hereunder and will not result in likewise defend the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asLender's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof of delivery of the Pledged Stock (i) it is, or at the time when pledged hereunder will be, she is the legal, beneficial and record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral pledged by it hereunderthe Pledged Stock described in Exhibit A hereto, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien liens created by this Agreement and except Permitted Liens)Pledge Agreement; (ii) it the Pledged Stock constitutes approximately 14.7% of the issued and outstanding capital stock of Alfacell; (iii) she has full corporate power, authority capacity and legal right to pledge all the Collateral Pledged Stock pursuant to this Pledge Agreement; (iiiiv) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a the legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivv) 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 Subsidiariesthe Borrowers) and and, no consent, license, ,permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority body is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) Pledge Agreement or for the validity or enforceability of this Agreement, (y) exercise by the perfection or enforceability Pledgee of the Collateral Agent's security interest voting or other rights provided for in this Pledge Agreement or the Collateral or (z) remedies in respect of the Pledged Stock pursuant to this Pledge Agreement except for compliance with or as may be required in connection with such disposition by applicable laws affecting the offering and sale of securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereingenerally; (vvi) the execution, delivery and performance of this Pledge Agreement 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 authoritybody, domestic or foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor Alfacell or of any securities issued by such Pledgor or any of its SubsidiariesAlfacell, or of any material mortgage, indenture, lease, loan contract or other agreement, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except aswhich

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of that: (a) on the date hereof of delivery to the Bank of any Pledged Bonds described herein, neither the Issuer, the Remarketing Agent (ias defined in the Indenture), the Tender Agent, nor the Trustee will have any right, title or interest in and to the Pledged Bonds; (b) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner ofhas, and has (or on the date of delivery to the Bank of any Pledged Bonds will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Pledged Bonds pursuant to this Pledge Agreement; (iiic) this Pledge Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor creditors of such Pledgor or any of its Subsidiariesthe Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Pledge Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (ve) the execution, delivery and performance of this Pledge Agreement 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 foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such the Pledgor or any of upon its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and del [ word unreadable] of such Pledged Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of its Subsidiaries except asthe Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds is thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents and warrants that as of the date hereof that: (i) it is, or at the time when pledged hereunder will be, is the legal, record and beneficial owner of, and has (or will have) good and marketable title to, all Collateral pledged the Securities described as owned by it hereunderon Annex A hereto in existence on the date hereof, subject to no Lien (except the Lien created by this Agreement and except Permitted LiensAgreement); (ii) it has full corporate power, authority and legal right to pledge all the Collateral such Securities pursuant to this Agreement; (iii) this Agreement has all the shares of such Securities have been duly authorizedand validly issued, executed are fully paid and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)nonassessable; (iv) except this Agreement (and any other pledge agreement entered into as contemplated by this Agreement) creates, as security for the Secured Obligations, a valid and enforceable first priority perfected Lien on all of the Pledge Collateral in existence on the date hereof, in favor of the Pledgee for the benefit of the Noteholders, subject to the extent already obtained or made, no consent Lien in favor of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided hereinPerson; (v) other than registrations and filings described on Annex B hereto (all of which have been made prior to the executiondate hereof or will be made within the relevant statutory period) no consent, delivery and performance of this Agreement will not violate any provision of any applicable law filing, recording or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable registration is required to such Pledgor, or of perfect the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports Lien purported to be binding upon such created by this Agreement; and (vi) the stock powers are duly executed and delivered and give the Pledgee the rights and authority they purport to give. The Pledgor or covenants and agrees that: (i) it will defend the Pledgee's right, tide and lien in and to the Pledge Collateral against the claims and demands of all Persons; and (ii) it will take all actions within its powers to ensure that it will have like title to and right to pledge any of its Subsidiaries or upon other property at any of their respective material assets and will not result in time hereafter pledged to the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asPledgee as Pledge Collateral hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants, and so long as this Agreement is in effect, shall be deemed continuously to represent and warrant, that (a) Each Pledgor represents and warrants that as of it is the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, legal record and beneficial owner of, and has good and (or will havesubject to applicable securities laws) good marketable title to, all Collateral pledged by it hereunderthe Pledged Shares, subject to no Lien (lien or encumbrance whatsoever, except the Lien lien created by this Agreement and except Permitted Liens)Agreement; (iib) it has full corporate power, authority and legal right to pledge all the Collateral Pledged Shares pursuant to this Agreement; (iiic) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar laws generally affecting enforcement of creditors' rights generally and by equitable except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law); (ivd) except to the extent already obtained or made, no consent of any other party person (including, without limitation, any stockholder stockholders or creditor creditors of such Pledgor or any of its Subsidiaries) the Pledgor), and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or foreign, is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or and performance of this Agreement, (x) other than those that have been obtained prior to the validity or enforceability date hereof and other than filings for disclosure purposes pursuant to the Securities Exchange Act of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein1934; (ve) the execution, delivery and performance of this Agreement will not violate any provision provisions 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, applicable to such Pledgor, or of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of such Pledgor Alpharma or of the Pledgor, or of any securities issued by such Pledgor or any of its Subsidiariesthe Pledgor, or of any material mortgage, indenture, lease, loan contract, or other agreement, credit agreement or other contract, agreement or instrument or undertaking to which such the Pledgor or any of its Subsidiaries is a party party, or which purports to be binding upon such the Pledgor or any of its Subsidiaries or upon any of their respective material assets its assets, and will not result in the creation or imposition of (or the obligation to create or impose) any lien or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (f) all of the Pledged Shares have been duly and validly issued, are fully paid and non- assessable; (g) neither the use of proceeds received by the Borrower under the Loan Agreement, nor the pledge of the Pledged Shares under this Agreement, violates Regulation G, T, U or X of the Board of Governors of the United States Federal Reserve System as now or from time to time hereafter in effect; (h) the pledge of the Pledged Shares and the perfection of such pledge, as contemplated in Section 3 of this Agreement, creates a legal, valid and enforceable lien on, and a first perfected security interest in, the Pledged Shares and the proceeds thereof and therefrom, subject to no prior lien or other encumbrance, or to any agreement purporting to grant to any third party a lien or other encumbrance on the property or assets of the Pledgor or which would include the Pledged Shares; and (i) neither the Pledgor nor the Borrower is an "investment company" as such term is defined in Section 3 of the Investment Company Act of 1940. The Pledgor covenants and agrees that it will (i) defend the Secured Party's right, title and security interest in and to the Pledged Collateral against the claims and demands of all entities, and (ii) have like title to and right to pledge any of its Subsidiaries except asother property at any time hereafter pledged to the Secured Party as Pledged Collateral hereunder, and will likewise defend the Secured Party's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each The Pledgor represents represents, warrants and warrants covenants that as of the date hereof (i) it is, or at is the time when pledged hereunder will be, the legal, record legal and beneficial owner of, and has (or will have) good title to, all of the Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such the Pledgor and constitutes a legal, valid and binding obligation of such the Pledgor enforceable in accordance with its terms, terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to as have been obtained by the extent already obtained or madePledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) or, except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement will not violate any provision Pledgor shall give the Collateral Agent prompt notice of any applicable law written claim it receives relating to the Collateral; (vi) the Pledgor shall deliver to the Collateral Agent a copy of each other demand, notice or regulation or document received by it which may adversely affect the Collateral Agent's interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof; and (vii) the Pledgor shall defend the Collateral Agent's right, title and security interest in and to the Collateral against any claims and demands of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or 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 material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except asthird party.