Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, covenants as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent thatfollows: (ai) the Pledged Interests represent that percentage as set Set forth on Schedule II Exhibit B attached hereto is a complete and accurate list and description of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, all Pledged Units delivered by such Pledgor and Guarantor (i) such Pledgor is the sole holder of record and will at all times continue to be the direct owner, beneficially and of record, sole beneficial owner of the Pledged Securities indicated on Schedule II, (ii) holds the same Units set forth opposite its name free and clear of all Liensclaims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever, except in favor of the Pledgee. All other Collateral hereafter delivered by such Pledgor to the Pledgee will be held of record and beneficially owned by such Pledgor free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever, except in favor of the Pledgee. (ii) With respect to each Pledgor which is an entity, the address of its chief executive office and principal place of business, and the location of its books and records relating to the Collateral, is set forth in Section 21 hereof. With respect to each Pledgor which is an individual, the addresses of its principal business is set forth in Section 21 hereof. No Pledgor will change said address or location, or merge or consolidate with any person or change its name, without at least 15 days' prior written notice to the Pledgee, and with respect to any such change in address or name or merger or consolidation, each Pledgor shall execute and deliver to the Pledgee such documents and take such actions as the Pledgee reasonably deems necessary to perfect and protect the Pledgee's security interests in and to the Collateral. (iii) Such Pledgor will make no assignmentnot create, pledgeincur, hypothecation or transfer of, or create assume or permit to exist any security interest in or other Lien on, the Collateral, Collateral other than the security interest created pursuant heretoto this Agreement or sell, and transfer, assign, pledge or grant a security interest in the Collateral to any person other than the Pledgee. (iv) The Collateral consisting of Partnership Interests are fully paid and are not subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor options to purchase or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;similar rights of any kind of any person. (cv) such Pledgor Such Pledgor, if an entity, is a corporation duly organized, validly existing and Guarantor (i) in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to pledge own its properties and to transact the Collateral business in which it is engaged. (vi) Such Pledgor has the requisite power and authority and, if an individual, full legal right and capacity, to execute and deliver, and to perform its obligations under, this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Such Pledgor, if an individual living in a community property state, has obtained all consents, approvals or authorizations required under applicable laws relating to the transfer of community property to execute, deliver and perform its obligations under this Agreement. (vii) This Agreement constitutes the legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms. (viii) The execution, delivery and performance of this Agreement will not violate (as applicable) any law or regulation, or any order or decree of any court or governmental instrumentality, or any provision of the charter or by-laws of, or any securities issued by, such Pledgor, and will not conflict with, or result in the manner hereby done breach of, or contemplated constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which such Pledgor is a party or by which it is bound, and (ii) will defend its title not result in the creation or interest thereto imposition of any lien, charge or therein against encumbrance upon any and all Liens (other than of the Lien created by this Agreement), however arising, property of all Persons whomsoever;such Pledgor pursuant to the provisions of any of the foregoing. (dix) no No consent of any other Person person (including including, without limitation, as applicable, stockholders or and creditors of any Pledgor and Guarantorsuch Pledgor) and no consent consent, license, permit, approval or approval of authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority governmental instrumentality is required in connection with the execution, delivery, performance, validity or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors enforceability of this Agreement, when except for the Pledged Securities, certificates or other documents representing or evidencing filing of any financing statements required hereunder. (x) The pledge of the Collateral are delivered pursuant to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have Agreement creates a valid and perfected lien upon and first priority security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (Collateral, subject only to any filings or actions required pursuant to the lien and California Uniform Commercial Code or otherwise. (xi) It will defend the Pledgee's security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf against the claims and demands of all persons whomsoever. (xii) It will take any and all actions necessary to maintain such Pledgor's status as a limited partner of the Secured Parties, Operating Partnership and the rights of limited liability represented by the Collateral Agent in the Collateral as set forth herein;Pledged Units. (gxiii) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating Such Pledgor will not enter into or assume any other agreement containing a negative pledge with respect to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofCollateral.

Representations, Warranties and Covenants. Each Pledgor The Borrower and each Guarantor hereby represents, covenants and agrees with and represents and warrants and covenants, as to itself the Administrative Agent and the Collateral pledged by it hereunder, to and with the Collateral Agent thatLenders as follows: (a) the Pledged Interests represent that percentage Borrower’s and Guarantors’ obligations under the Credit Agreement, as set forth on Schedule II modified hereby, are and shall remain secured by the Collateral, pursuant to the terms of the issued Credit Agreement and outstanding shares of each class of the Equity Interests of the issuer with respect theretoother Loan Documents; (b) except for the prior lien Borrower and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full each of the Revolver Obligations ( Guarantors possesses all of the "Senior Security Interest") powers requisite for it to enter into and carry out the transactions of the Borrower and each Guarantor referred to herein and to execute, enter into and perform the terms and conditions of this Amendment, the Credit Agreement and the security interest granted hereunder, such Pledgor other Loan Documents and Guarantor (i) is and will at all times continue any other documents contemplated herein that are to be performed by the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation Borrower or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause such Guarantor; any and all Collateralactions required or necessary pursuant to the Borrower’s or such Guarantor’s organizational documents or otherwise have been taken to authorize the due execution, whether for value paid delivery and performance by the Borrower and such Pledgor Guarantor of the terms and conditions of this Amendment; the officers of the Borrower and each Guarantor executing this Amendment are the duly elected, qualified, acting and incumbent officers of such Loan Party and hold the titles set forth below their names on the signature lines of this Amendment; and such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower or such Guarantor is a party or by which the Borrower or such Guarantor or otherwiseany of its properties is bound, to be forthwith deposited and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the Collateral Agent entry into, delivery and pledged or assigned hereunderperformance by the Borrower and such Guarantor of the terms and conditions of this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated hereby have been obtained by the Borrower and such Guarantor and are full force and effect; (c) this Amendment, the Credit Agreement, and the other Loan Documents constitute the valid and legally binding obligations of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with their respective terms, except as such Pledgor enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and Guarantor (i) has the power and authority to pledge the Collateral by general equitable principles, whether enforcement is sought by proceedings at law or in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoeverequity; (d) no consent all representations and warranties made by the Borrower and each Guarantor in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any other Person such representation and warranty that is qualified by materiality or reference to Material Adverse Change, in all respects) as of the date hereof, except to the extent that any such representation and warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects (including stockholders or creditors in the case of any Pledgor such representation and Guarantorwarranty that is qualified by materiality or reference to Material Adverse Change, in all respects) as of such earlier date, with the same force and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity effect as if all such representations and warranties were fully set forth herein and made as of the pledge effected herebydate hereof and the Borrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the other Loan Documents; (e) by virtue no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the other Loan Documents; there exist no defenses, offsets, counterclaims or other claims with respect to the Borrower’s or any Guarantor’s obligations and liabilities under the Credit Agreement or any of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Loan Documents; and (f) the pledge effected Borrower and each Guarantor hereby is effective to vest ratifies and confirms in full its duties and obligations under the Collateral Agent, on behalf of the Secured PartiesCredit Agreement, the rights of Guaranty Agreement, and the Collateral Agent in the Collateral other Loan Documents applicable to it, each as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofmodified hereby.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby The Company represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent covenants that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor it (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, Collateral (ii) holds the same free and clear of all Liens, except for the security interest granted hereunder, and (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor it (i) has the power and authority to execute this Agreement and to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (dc) no consent of any other Person (including stockholders stockholders, trustees, partners, members or creditors of any Pledgor and Guarantorthe Company) and no consent or approval of any Governmental Authority governmental authority or any securities exchange was or is necessary to the execution and delivery of this Agreement, validity of the pledge effected hereby; ; and the exercise of remedies by the Lender hereunder; and (eii) by virtue of neither the execution and delivery of this Agreement by the Pledgors Company, the granting of the security interest hereunder, nor the exercise of remedies by the Lender hereunder contravene any law or any contractual restriction binding on or affecting the Company or any of its properties and Guarantors will not result in or require the creation of any Lien upon the Collateral other than pursuant to this Agreement, when ; (d) upon delivery of the certificates representing the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered Stock to the Collateral Agent in accordance with this AgreementWarrant Holder, the Collateral Agent will Warrant Holder shall have a valid and perfected lien first Lien upon and security interest in such Pledged Securities Stock, and (ii) filing of a UCC financing statement in the office of the Secretary of State of Ohio, the Warrant Holder shall have a valid and perfected first Lien upon and security interest in the other Collateral, in each case, as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Warrant Holder the rights of the Collateral Agent in the Collateral as set forth hereinherein and there are no restrictions upon the transfer (other than pursuant to state and federal securities laws and compliance by the Warrant Holder with the terms of the Warrant) of, or the right to vote in respect of, any of the Collateral and that the Company has the right to vote, pledge and grant a security interest in or otherwise transfer such Collateral free of any Lien; (f) it will not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement restricting its right to pledge the Collateral hereunder without the consent of the Lender (whose consent shall not be unreasonably withheld); and (g) all at any time and from time to time, upon the written request of the Pledged Interests have been Lender, it will promptly and duly authorized execute and validly issued deliver, such further instruments and are fully paid documents and nonassessable; (h) all information set forth herein relating to take such further actions as the Pledged Interests is accurate Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofrights and powers herein granted.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby further represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent agrees that: (a) The Pledgor (i) has not used any trade names, assumed names and/or prior corporate names within the Pledged Interests represent that percentage as set forth on Schedule II last five years, (ii) is not currently domesticated in, organized under the laws of, or continuing its existence in (or under) the laws of any jurisdiction other than the issued State of Illinois and outstanding shares (iii) has not changed its corporate structure or jurisdiction of each class of organization in the Equity Interests of the issuer with respect thereto;past four months. (b) except There are no proceedings pending or contemplated for (i) the prior lien merger, consolidation, conversion, dissolution, liquidation or termination of the Pledgor or (ii) the Pledgor’s transfer to or domestication in any other jurisdiction. (c) The Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the Pledged Security, subject to no lien, claim, security interest granted under the Revolving Loan Documentation as security for the payment or performanceother encumbrance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest"except (i) and the security interest granted hereundercreated by this Pledge Agreement and (ii) any Liens permitted by Section 7.01(c) of the Credit Agreement. As of the date hereof, such Pledgor and Guarantor (i) is and will at all times continue to be Exhibit A sets forth the direct owner, beneficially and number of record, shares of capital stock of each of the Pledged Securities indicated on Schedule IISubsidiaries authorized and outstanding. (d) The Pledgor will not sell, (ii) holds the same free and clear of all Liensassign, (iii) will make no assignmenttransfer, pledge, hypothecation exchange or transfer otherwise dispose of, or create grant any option with respect to, the Pledged Security, nor will it create, incur or permit to exist any lien, claim, security interest in or other Lien onencumbrance with respect to any of the Pledged Security, the Collateralor any interest therein, other than pursuant heretoor any proceeds thereof, and (iv) subject to Section 5, will cause any and all Collateral, whether except for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated security interest created by this Pledge Agreement and (ii) any Liens permitted by Section 7.01(c) of the Credit Agreement. The Pledgor agrees that it will defend its title not, and it will not permit any Pledged Subsidiary which has issued Pledged Securities to: (i) issue or interest thereto reissue any capital stock or therein against any and all Liens other securities (or warrants therefor or other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (drights with respect thereto) no consent in addition to or issue other securities of any other Person nature in exchange or substitution for any of the Pledged Security, (including stockholders ii) declare any stock dividend or creditors split or otherwise change the equity capital structure of such Pledged Subsidiary or (iii) redeem any of the Pledged Security, unless, in each case, the Pledgor shall have first notified the Administrative Agent of such action and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary the Pledgor simultaneously with taking such action delivers to the validity Administrative Agent such stock certificates and other documents (together with appropriate stock powers executed in blank and other assignment documents) as the Administrative Agent may reasonably request so that, after giving effect to such delivery, the Pledgor shall continue to have pledged 100% of the pledge effected hereby;outstanding capital stock, warrants or other rights of such Pledged Subsidiary. (e) by virtue All of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all shares of the Pledged Interests Security have been duly authorized and validly issued and are fully paid and nonassessable;non-assessable. (f) To the extent the Pledged Security is represented by certificated securities, the pledge and delivery of such certificates pursuant to this Pledge Agreement creates a valid perfected security interest in such Pledged Security, and the proceeds thereof, subject to no prior lien, claim, security interest or other encumbrance or to any agreement purporting to grant to any third party a perfected security interest in the assets of the Pledgor which would include any of the Pledged Security. The Pledgor will at all times defend the Administrative Agent’s right, title and security interest in and to the Pledged Security and the proceeds thereof against any and all claims and demands of any person adverse to the claims of the Administrative Agent or any Secured Party. (g) The Pledgor will take, and will cause the Pledged Subsidiaries to take, such action and to execute such documents as the Administrative Agent may from time to time reasonably request relating to the Pledged Security or the proceeds thereof. (h) all information set forth herein relating The Pledgor has full right, power and authority to enter into, to execute and to deliver this Pledge Agreement and this Pledge Agreement is binding upon, and enforceable against the Pledged Interests is accurate Pledgor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and complete other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in all material respects as of the date hereof; anda proceeding in equity or at law. (i) The Pledgor shall pay any fees, assessments, charges or taxes arising with respect to the pledge Pledged Security. In case of failure by the Pledgor to pay any such taxes, assessments, charges or taxes, the Administrative Agent shall have the right, but shall not be obligated, to pay such fees, assessments, charges or taxes, as the case may be, and, in that event, the cost thereof shall be payable by the Pledgor to the Administrative Agent immediately upon demand together with interest at the rate equal to the Default Rate set forth in Section 2.06(b) of the Credit Agreement from the date of disbursement by the Administrative Agent to the date of payment by the Pledgor. (j) None of the Pledged Interests pursuant to this Agreement does not violate Security constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor The Pledgors hereby jointly and Guarantor hereby representsseverally represent, warrants warrant and covenantscovenant, as to itself each Pledgor and the Pledged Collateral pledged by it each Pledgor hereunder, to and with the Collateral Agent that: (a) 4.1 Schedule I sets forth a true and correct list of all Equity Interests owned by each Pledgor and the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests Interest of the issuer Issuer with respect theretothereto as set forth on Schedule I; (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, each Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Liens, and (iv) subject to other than as permitted in Section 56.2, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor distributions in cash or otherwise, in kind made on the Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except in compliance with the Credit Agreement, no Pledgor will consent to or approve the issuance of (a) any additional shares of any class of capital stock of any Issuer of the Pledged Securities, or the issuance of any membership interests or other Equity Interests in any such Person, (b) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares, membership interests or other Equity Interests, or (c) any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares, membership interests or other Equity Interests; 4.4 each Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementPermitted Liens), however arising, of all Persons whomsoever; (d) 4.5 except for consents or approvals already obtained, no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgors), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors each Pledgor of this Agreement, when and the Pledged Securitiesdelivery by each Pledgor to the Collateral Agent, as agent for the Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon Lien upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) 4.7 all of the Pledged Interests Securities set forth on Schedule I have been duly authorized and validly issued and and, to the extent applicable, are fully paid and nonassessable;; and (h) 4.8 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) 4.1 the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock or other equity interest of the issuer Issuer with respect theretothereto as set forth on Schedule I, provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by Pledgor); (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, other than Permitted Encumbrances and Liens in favor of the Collateral Agent, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Encumbrances, and (iv) subject to Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except as expressly permitted under the Credit Agreement, the Pledgor will not consent to or approve the issuance of (a) any additional shares of any class of capital stock of any Issuer of the Pledged Securities, or the issuance of any membership or other ownership interest in any such Person, (b) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares or interests, or (c) any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares or interests except pursuant to an employee stock option plan of such Person authorizing the grant of no more than 30% of such Pxxxx’x shares or interests; 4.4 the Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Encumbrances and the Lien created by this AgreementAgreement or the other Loan Documents), however arising, of all Persons whomsoever; (d) 4.5 no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgor), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when and the Pledged Securities, delivery by the Pledgor to the Collateral Agent of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only Obligations, to the lien and extent such security interest that comprise the Senior Security Interest)may be perfected by possession; (f) 4.7 the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (g) 4.8 all of the Pledged Interests Securities have been duly authorized and validly issued and are fully paid and nonassessable; (h) 4.9 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge 4.10 none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent thatthat as of the Effective Date: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) except for such consents and approvals as have been obtained and are in full force and effect, no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to, and continue to be in the possession of, the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as covenants to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent Lenders that: : (a) Pledgor has good and unencumbered title to the Pledged Interests represent that percentage as set forth on Schedule II Collateral, free and clear of all claims, pledges, liens, security interests and other encumbrances of every nature whatsoever, except the pledge granted hereunder to the Agent, its successors and assigns, for the ratable benefit of the Lenders; (b) Pledgor has the unrestricted right to make this pledge, (c) the Collateral is duly and validly pledged with the Agent in accordance with law; (d) the Pledgor owns 100% of the issued and outstanding shares capital stock of each class of the Equity Interests of Companies; (e) Pledgor will defend the issuer with respect thereto; (b) except for Agent’s and the prior lien other Lenders’ right and security interest granted in and to the Collateral against the claims and demands of all Persons whomsoever; (f) Pledgor will not sell, convey or otherwise dispose of any of the Collateral except to the extent permitted under the Revolving Loan Documentation as security for the payment or performanceCredit Agreement, as the case may benor will it create, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create incur or permit to exist any Lien, with respect to any of the Collateral or the proceeds thereof; (g) the Pledgor has full power and legal right to execute, deliver and perform the obligations under this Agreement, and to pledge, assign and grant a security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with of the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority pursuant to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; ; (dh) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval or the taking of any Governmental Authority other action in respect of any party or of any securities exchange was or public authority is necessary required as a condition to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors or enforceability of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge Securities have been fully paid for; (j) there are no contractual restrictions upon the voting rights or the transfer of the Pledged Interests pursuant Securities; and (k) the execution, delivery and performance hereof, and the pledge and assignment of and granting of a security interest in the Collateral hereunder, do not contravene any law, rule or regulation or any judgment, decree or order of any tribunal or any agreement or instrument to this Agreement does not violate Regulation T, U which the Pledgor is a party or X by which the Pledgor or any of the Federal Reserve Board Pledgor’s property is bound or any successor thereto as of the date hereofaffected or constitute a default thereunder.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Grantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIStock and the payee of the Pledged Debt that it is pledging hereunder except for the delivery and endorsement over of the Collateral to the Agent as contemplated hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all LiensLiens of every kind and nature, except for the Lien in favor of the Agent granted pursuant to this Agreement, and the Pledged Stock is subject to no options to purchase or any similar or other rights of any person, (iii) except as permitted under the Amended Credit Agreement, will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien onin, the Collateral, other than pursuant heretoincluding, without limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 55 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the power and authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, and (ii) will defend its title or interest thereto or therein against any and all Liens (attachments, Liens, claims or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected lien first Lien upon and security interest in such Pledged Securities Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only Secured Obligations, prior to the lien and security interest that comprise the Senior Security Interest)all other Liens thereon or therein; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Agent the rights of the Collateral Agent in the Collateral as set forth herein;; and (gf) all of the Initial Pledged Interests have Stock has been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of at the date hereof; and (i) , the pledge Initial Pledged Stock constitutes the percentage of the Pledged Interests issued and outstanding shares of capital stock or equity interests of the issuers set forth in Schedule I annexed hereto. All representations, warranties and covenants of the Grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 15 hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors hereby jointly and Guarantor hereby representsseverally represent, warrants warrant and covenantscovenant, as to itself each Pledgor and the Pledged Collateral pledged by it each Pledgor hereunder, to and with the Collateral Agent that: (a) 4.1 Schedule I sets forth a true and correct list of all Equity Interests owned by each Pledgor and the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests Interest of the issuer Issuer with respect theretothereto as set forth on Schedule I; (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, each Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Liens, and (iv) subject to other than as permitted in Section 56.2, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor distributions in cash or otherwise, in kind made on the Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except in compliance with the Credit Agreement, no Pledgor will consent to or approve the issuance of (a) any additional shares of any class of capital stock of any Issuer of the Pledged Securities, or the issuance of any membership interests or other Equity Interests in any such Person, (b) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares, membership interests or other Equity Interests, or (c) any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares, membership interests or other Equity Interests; 4.4 each Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementPermitted Liens), however arising, of all Persons whomsoever; (d) 4.5 except for consents or approvals already obtained, no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgors), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors each Pledgor of this Agreement, when and the Pledged Securitiesdelivery by each Pledgor to the Collateral Agent or the Term Loan Collateral Agent, as agent for the Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon Lien upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) 4.7 all of the Pledged Interests Securities set forth on Schedule I have been duly authorized and validly issued and and, to the extent applicable, are fully paid and nonassessable;; and (h) 4.8 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Parent hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent thatthat as of the Effective Date: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor the Parent (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Parent or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor the Parent (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) except for such consents and approvals as have been obtained and are in full force and effect, no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantorthe Parent) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors Parent of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to, and continue to be in the possession of, the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests Capital Stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such each Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby, and there is no provision in the charter or other organizational documents of any issuer of Pledged Securities that would limit or otherwise be inconsistent with the rights granted to the Collateral Agent hereunder in respect of such Pledged Securities; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered (with appropriate notations being made in the share registry of JRMSA and Acquisition Sub) to the Collateral Agent in accordance with this AgreementAgree ment, the Collateral Agent will have obtain, a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests Securities have been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II Each of the issued Assignors, jointly and outstanding shares of severally, hereby represents and warrants that each class of the Equity Interests Insurances is in full force and effect and is enforceable in accordance with its terms, and that such Assignor is not in default thereunder. Each such Assignor hereby further represents and warrants that neither it nor any other Guarantor or other Subsidiary of the issuer with respect thereto;Company has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, each such Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or Subsidiary of the Company to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Company to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment. (b) except for the prior lien Each Assignor represents and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full warrants that all Internal Charterers of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, Vessels as of the Pledged Securities indicated date hereof are listed on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant I hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;. (c) such Pledgor Each of the Assignors, jointly and Guarantor severally, hereby further covenants and agrees that (i) has notice of this Assignment (in substantially the power form of Exhibit A hereto) shall be duly given to all underwriters and authority that where the consent of any underwriter is required pursuant to pledge any of the Collateral Insurances assigned hereby, it shall be obtained and evidence thereof shall be given to the Assignee, or, in the manner hereby done alternative, that in the case of protection and indemnity coverage, each such Assignor shall obtain a letter of undertaking by the underwriters or contemplated clubs and (ii) will defend its title there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or interest thereto other instruments issued or therein against any to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and all Liens (other than the Lien created by this Agreementindemnity coverage), however arisingunless otherwise agreed in writing by the Assignee, such slips, cover notes, policies, certificates of all Persons whomsoever;entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments. (d) no consent Each such Assignor agrees that at any time and from time to time each Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to obtain the full benefits of any other Person (including stockholders or creditors of any Pledgor this Assignment and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;rights and powers herein granted. (e) by virtue of Any payments made pursuant to the execution and delivery terms hereof shall be made to such account as may, from time to time, be designated by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Assignee. (f) Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the pledge effected hereby is effective to vest Assignee an Insurance Assignment substantially in the Collateral Agentform hereof together with notice thereof, on behalf or to accede to and join this Assignment by executing an Accession Agreement in the form of Exhibit B hereto, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the Secured Partiessecurity interest of the Assignee in the insurances assigned thereunder. However, the rights Assignor will deliver, or cause to be delivered, notice of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating such Insurance Assignment by an Internal Charterer to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofunderwriters.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself himself and the Collateral pledged by it him hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority capacity to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its his title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and Guarantorthe Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable;; and (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) unless Pledgor shall have given Pledgee not less than 30 days' prior notice thereof, Pledgor will not change (i) his name or (ii) the pledge location of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U his residence or X place of the Federal Reserve Board or any successor thereto as of the date hereofbusiness.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Nevada Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests capital stock and equity interest of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same free and clear of all any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, whether voluntary or imposed by law, or any agreement to give any of the foregoing and free and clear of the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property (collectively, “Liens”), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Nevada Collateral, other than pursuant hereto, and (iv) subject to Section 55 and, with respect to delivery of the Pledged Stock, subject to receipt of all approvals required under Gaming Laws, will cause any and all Nevada Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such each Pledgor and Guarantor (i) has the power and authority to pledge the applicable Nevada Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity or effectiveness of the pledge (other than the approval of the Nevada Gaming Control Board (the “Nevada Board”) and the Nevada Gaming Commission (the “Nevada Commission” and, together with the Nevada Board, and any other Nevada state or local agency with jurisdiction over gaming operations or liquor licensing in the State of Nevada or any political subdivision thereof, the “Nevada Gaming Authorities”)) effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors each Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the such Nevada Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Nevada Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors, jointly and Guarantor hereby representsseverally, warrants represent, warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Agent Agent, for the benefit of the Secured Parties, that: (a) Schedule III correctly sets forth the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretothereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Collateral Requirement or (ii) delivered pursuant to Section 2.02(b); (b) the Pledged Stock (with respect to Pledged Stock issued by an issuer other than a Subsidiary of the Borrower organized under the laws of any jurisdiction of the United States, Puerto Rico or the British Virgin Islands, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and are fully paid and nonassessable; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such each Pledgor and Guarantor (i) is and and, subject to any transfers made in compliance with the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIIII as owned by such Pledgor, other than Permitted Liens, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant hereto, to a transaction permitted by the Credit Agreement and other than Permitted Liens and (iv) subject to Section 5the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, use commercially reasonable efforts to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons; (d) no consent other than as set forth in the Credit Agreement or the schedules thereto and except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law, memorandum of association or articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder; (e) each Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; (f) other Person (including stockholders than as set forth in the Credit Agreement or creditors of any Pledgor and Guarantor) and the schedules thereto, no consent or approval of any Governmental Authority or Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eg) by virtue of the execution and delivery by the Pledgors and Guarantors of this AgreementAgreement and any foreign pledge agreements, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral Securities (excluding any foreign stock not covered by a foreign pledge agreement) are delivered to the Collateral Agent Agent, for the benefit of the Secured Parties, in accordance with this Agreement, the Collateral Agent will have obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities Securities, subject only to Permitted Liens, as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Secured Obligations; and (fh) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor of the Assignors, jointly and Guarantor severally, hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent represents that percentage as set forth on Schedule II each of the issued Insurances is in full force and outstanding shares of each class effect and is enforceable in accordance with its terms, and that such Assignor is not in default thereunder. Each such Assignor hereby further warrants and represents that neither it nor any other Guarantor or other Subsidiary of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment Parent has assigned, pledged or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue any way created or suffered to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist created any security interest in the whole or any part of the right, title and interest hereby assigned, except for this assignment to the Assignee. Each such Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Lien onGuarantor or Subsidiary of the Parent to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Parent to take or omit to take, any action, the Collateraltaking or omission of which might result in an alteration or impairment of the Insurances in any material respect, other than pursuant or of this Assignment or of any of the rights created by the Insurances or this Assignment. Each Assignor represents and warrants that all Internal Charterers of the Vessels as of the date hereof are listed on Schedule I hereto. Each of the Assignors, jointly and (iv) subject to Section 5severally, will cause any hereby further covenants and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor agrees that (i) has notice of this Assignment shall be duly given to all underwriters and that where the power consent of any underwriter is required pursuant to any of the Insurances assigned hereby it shall be obtained and authority evidence thereof shall be given to pledge the Collateral Assignee, or, in the manner hereby done alternative, that in the case of protection and indemnity coverage each such Assignor shall obtain a letter of undertaking by the underwriters or contemplated clubs, and (ii) there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will defend its title be no recourse against the Assignee for payment of premiums, calls or interest thereto or therein against assessments. Each such Assignor agrees that at any time and from time to time each Assignor will promptly and duly execute and deliver any and all Liens (other than such further instruments and documents as the Lien created Assignee may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted. Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee. Upon entering into an Internal Charter respecting any Vessel, each such Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Assignment of Insurance substantially in the form hereof together with notice thereof, or to accede to and join this Agreement)Assignment by executing an Accession Agreement in the form of Exhibit A hereto, however arising, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of all Persons whomsoever; (d) no consent the security interest of the Assignee in the insurances assigned thereunder. The obligations of any other Person (including stockholders or creditors Internal Charterer to execute and deliver an Assignment of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to Insurance only under the validity of the pledge effected hereby; (e) preceding sentence shall be deemed satisfied by virtue of the execution and delivery of the Pari Passu Documents. However, the Assignor will deliver, or cause to be delivered, notice of such Assignment of Insurance by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered an Internal Charterer to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofunderwriters.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Revolver Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Administrative Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted hereunder and other than as permitted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full terms of the Revolver Obligations ( Credit Agreement, the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Administrative Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange which has not been obtained was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Administrative Agent in accordance with this Agreement, the Collateral Administrative Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf of the Secured Parties, the rights of the Collateral Administrative Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) 4.1 the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock or other equity interest of the issuer Issuer with respect theretothereto as set forth on Schedule I, provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by such Pledgor, such Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by such Pledgor); (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, other than those Liens permitted under the terms of Section 6.2 of the Credit Agreement and Liens in favor of the Agent, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Encumbrances or any other Liens permitted under Section 6.2 of the Credit Agreement, and (iv) subject to Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except as expressly permitted under the Credit Agreement, no Pledgor will consent to or approve the issuance of (ci) any additional shares of any class of capital stock of any Issuer of the Pledged Securities, or the issuance of any membership or other ownership interest in any such Person or (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares or interests; 4.4 each Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement or the other Loan Documents, Permitted Encumbrances or any other Lien permitted under Section 6.2 of the Credit Agreement), however arising, of all Persons whomsoever; (d) 4.5 no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgor), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when and the Pledged Securities, delivery by the Pledgors to the Agent of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only Secured Obligations, to the lien and extent such security interest that comprise the Senior Security Interest)may be perfected by possession; (f) 4.7 the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Credit Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (g) 4.8 all of the Pledged Interests Securities have been duly authorized and validly issued and are fully paid and nonassessable; (h) 4.9 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge 4.10 none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Administrative Agent that: (a) on the date hereof, the Pledged Interests Equity Securities held by such Pledgor represent that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for on the prior lien date hereof, Schedule I completely and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full accurately lists all of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, Pledged Securities held by such Pledgor and Guarantor such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III except as otherwise permitted by the Credit Agreement, (ii) holds the same free and clear of all Liens, except for the security interest granted hereunder and under the Security Agreement and Liens permitted by Section 7.02 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Collateral, other than pursuant hereto, hereto and the Security Agreement and (iv) subject to Section 5, will cause any and all CollateralPledged Securities, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Administrative Agent in accordance with Section 2 hereof and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and the Security Agreement and Liens permitted by Section 7.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders stockholders, trustees, partners, members or creditors of any Pledgor and Guarantorsuch Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Administrative Agent in accordance with this Agreement, the Collateral Agent will have has a valid and perfected lien first Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf of the Secured Parties, the rights of the Collateral Administrative Agent in the Collateral as set forth hereinherein and there are no restrictions upon the transfer (other than pursuant to state and federal securities laws) of, or the right to vote in respect of, any of the Collateral and that such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer such Collateral free of any Lien; (g) all except in accordance with the prudent conduct of its business prior to the continuance of an Event of Default, such Pledgor will not permit any of the notes, instruments or other agreements evidencing the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessableDebt Securities to be amended, modified or changed in any way, nor will such Pledgor accept any waiver, indulgence, modification or other departure by any obligor under such Pledged Debt Securities from any provision of the Collateral, without first obtaining written consent of the Administrative Agent; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Administrative Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all LiensLiens (other than any Lien expressly permitted under Section 6.02 of the Credit Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or pursuant to a transaction expressly permitted under Section 6.02 or 6.05 of the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Administrative Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will take all commercially reasonable actions to defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement or any Lien expressly permitted under Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected herebyhereby other than any such consent or approval that has been obtained; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Administrative Agent in accordance with this Agreement, the Collateral Administrative Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf of the Secured Parties, the rights of the Collateral Administrative Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) as of the Effective Date, the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests Capital Stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunderhereunder subject to release in accordance with the terms hereof; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Grantors jointly and Guarantor hereby representsseverally represent, warrants warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Agent Agent, for the benefit of the Secured Parties, that: (a) the Pledged Interests represent that percentage as set forth on Schedule II correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretothereof represented by such Pledged Stock and includes all Equity Interests required to be pledged hereunder; (b) the Pledged Stock is fully paid and nonassessable; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such Pledgor and Guarantor each of the Grantors (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIII as owned by such Grantor, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant hereto, and (iv) subject to Section 53.06, will cause any and all Pledged Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cd) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledgor Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and Guarantor remedies hereunder; (e) each of the Grantors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons persons whomsoever; (df) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eg) by virtue of the execution and delivery by the Pledgors and Guarantors Grantors of this Agreement, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities Security as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (fh) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (gi) all of the Pledged Interests have Perfection Certificate has been duly authorized prepared, completed and validly issued executed and are fully paid and nonassessable; (h) all the information set forth herein relating to the Pledged Interests therein is accurate correct and complete in all material respects as respects. The Perfection Certificate accurately sets forth the complete legal name of each Grantor. Properly completed Uniform Commercial Code financing statements have been delivered to the date hereofCollateral Agent for filing in each governmental office specified in Schedule 5 to the Perfection Certificate; and (ij) each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the pledge of Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the security interest in the Pledged Interests pursuant to Collateral and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement does not violate Regulation TAgreement, U the granting of such security interest and the filing of any financing statements or X of the Federal Reserve Board other documents in connection herewith or any successor thereto as of the date hereoftherewith.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent The Assignor hereby represents and warrants that percentage as set forth on Schedule II each of the issued Insurances is in full force and outstanding shares of each class effect and is enforceable in accordance with its terms, and that the Assignor is not in default thereunder. The Assignor hereby further represents and warrants that neither it nor any other Guarantor or other Subsidiary of the Equity Interests Company has assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the issuer with respect thereto;right, title and interest hereby assigned, except for the First Assignment, the Third Assignment and this assignment to the Assignee. Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, the Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not, and it will not permit any other Guarantor or Subsidiary of the Company to, assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee or its successors or assigns, and it will not take or omit to take, or permit any other Guarantor or Subsidiary of the Company to take or omit to take, any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment. (b) except for the prior lien The Assignor hereby further covenants and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor agrees that (i) notice of this Assignment (in substantially the form of Exhibit A hereto) shall be duly given to all underwriters and that where the consent of any underwriter is and will at all times continue required pursuant to be the direct owner, beneficially and of record, any of the Pledged Securities indicated on Schedule IIInsurances assigned hereby, it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage, the Assignor shall obtain a letter of undertaking by the underwriters or clubs and (ii) holds the same free and clear there shall be duly endorsed upon all slips, cover notes, policies, certificates of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in entry or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor instruments issued or otherwise, to be forthwith deposited issued in connection with the Collateral Agent Insurances assigned hereby the insurance loss payable clause in the form attached hereto. In all cases (except in the case of protection and pledged indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, policies, certificates of entry or assigned hereunder;other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments. (c) such Pledgor The Assignor agrees that at any time and Guarantor (i) has from time to time the power Assignor will promptly and authority to pledge the Collateral in the manner hereby done or contemplated duly execute and (ii) will defend its title or interest thereto or therein against deliver any and all Liens (other than such further instruments and documents as the Lien created by Assignee may reasonably request in order to obtain the full benefits of this Agreement), however arising, Assignment and of all Persons whomsoever;the rights and powers herein granted. (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary Any payments made pursuant to the validity of terms hereof shall be made to such account as may, from time to time, be designated by the pledge effected hereby;Assignee. (e) by virtue Upon entering into an Internal Charter, the Assignor will cause any Internal Charterer to execute and deliver to the Assignee an Insurance Assignment substantially in the form of Exhibit D-2 to the Second Lien Indenture together with notice thereof, to deliver such notice to underwriters and insurers and to take all actions necessary to perfect and maintain the perfection of the execution and delivery security interest of the Assignee in the insurances assigned thereunder. However, the Assignor will deliver, or cause to be delivered, a notice of such Insurance Assignment by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered an Internal Charterer to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofunderwriters.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) 4.1 the Pledged Interests Securities represent that percentage of equity interest of the Issuer with respect thereto as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretoI,; (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, other than Permitted Encumbrances and Liens in favor of the Collateral Agent, (iii) will make no assignmentassign- ment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Encumbrances, and (iv) subject to Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except as expressly permitted under the Credit Agreement, the Pledgor (a) shall not vote for, or agree or consent to, the admission of any new partners or the substitution of any partner of any Issuer the Pledged Securities, (b) shall not vote for, or agree or consent to, the sale, transfer, pledge or encumbrance of any partnership, interest in any Issuer of the Pledged Securities, (c) such shall not resign as a partner of any Issuer of the Pledged Securities or take any action which could result in the termination of Pledgor’s rights as a partner of any Issuer of the Pledged Securities, (d) shall not vote for, or agree or consent to, the discontinuance of the business or the dissolution or liquidation of any Issuer of any Pledged Securities, (e) shall not vote for, or agree or consent to, the substitution, removal, or other change of any limited partner of any Issuer of the Pledged Securities, (f) shall not vote for, or agree or consent to, any modifications to the organizational documents of any Issuer of the Pledged Securities, and (g) shall not enter into any new agreements which restrict, limit or otherwise impair the transferability of its partnership interest in any Issuer of the Pledged Securities; 4.4 the Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Encumbrances and the Lien created by this AgreementAgreement or the other Loan Documents), however arising, of all Persons whomsoever; (d) 4.5 no consent of any other Person (including any other partner of any Issuer of the Pledged Securities or stockholders or creditors of any Pledgor and Guarantor) the Pledgor), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when and the Pledged Securities, delivery by the Pledgor to the Collateral Agent of the certificates or other documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only Obligations, to the lien and extent such security interest that comprise the Senior Security Interest)may be perfected by possession; (f) 4.7 the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (g) 4.8 all of the Pledged Interests Securities have been duly authorized and validly issued and are fully paid and nonassessable;; and (h) 4.9 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants warrants, and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent covenants that: (a) the The Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (hb) all information set forth herein relating to Pledgor is and will be the sole legal and beneficial owner of the Collateral (including the Pledged Interests is accurate Collateral and complete in all material respects as of other Collateral acquired by Pledgor after the date hereof) free and clear of any adverse claim, Lien or other right, title or interest of any party except for the first priority security interest created in favor of Secured Party pursuant to and in accordance with this Agreement; (c) This Agreement, and the delivery to Secured Party of the Pledged Collateral (or the delivery to all Holders of the Pledged Collateral of the notification/instruction referred to in Section 3 of this Agreement), creates a valid, perfected, and first priority security interest in the Collateral in favor of Secured Party securing payment of the Secured Obligations, and all actions necessary or desirable to achieve such perfection have been duly taken; (d) No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing, or declaration with any governmental authority or regulatory body, foreign or domestic, or of, to, or with any other Person, is or will be required either (i) for the grant by Pledgor of the security interest granted hereby or for the execution, delivery, or performance of this Agreement by Pledgor, or (ii) for the exercise by Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with a disposition of the Collateral by laws affecting the offering and sale of securities generally including the Securities Act); (e) Pledgor has taken all steps it deems necessary or appropriate to be informed on a continuing basis of changes or potential changes affecting the Collateral (including rights of conversion and exchange, rights to subscribe, payment of dividends, reorganizations or recapitalizations, tender offers and voting rights), and Pledgor agrees that it will at all times keep Secured Party informed of any such changes or potential changes and that Secured Party shall have no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; (f) The Pledged Collateral constitute at least the percentage of all fully diluted issued and outstanding shares of stock of Issuer set forth in the recitals to this Agreement; (g) There are no presently existing Future Rights or Proceeds; (h) Pledgor has full power and lawful authority to enter into this Agreement and to sell, assign and transfer the Collateral to Secured Party and to grant to Secured Party a first priority security interest therein as herein provided, all of which have been duly authorized by all necessary corporate action; (i) The execution and delivery and the performance hereof are not in violation or contravention of, and do not constitute a default under, any corporate articles, charter or by-law provision of Pledgor or of any indenture, agreement, undertaking, judgment, injunction, order, decree, or other instrument or judicial or administrative directive to which Pledgor is a party or by which Pledgor or its property are bound, or will result in any Lien (other than the security interest hereunder) on any assets or property of Pledgor; (j) This Agreement constitutes the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, subject, as to enforcement only, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (k) Any officer, agent or representative acting for or on behalf of Pledgor in connection with this Agreement or any aspect hereof, or entering into or executing this Agreement on behalf of Pledgor, has been duly authorized so to do, and is fully empowered to act for and represent Pledgor in connection with this Agreement and all matters related thereto or in connection therewith; and (il) Neither the pledge of the Pledged Interests Collateral pursuant to this Agreement does not violate nor the extensions of credit contemplated by the Loan Documents violates Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Securities Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Securities Collateral, other than pursuant heretoto the extent permitted by the Credit Agreement, and (iv) subject to Section 5, will cause any and all Securities Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Securities Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementAgreement and Permitted Liens), however arising, of all Persons whomsoever; (d) neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the certificate or incorporation, bylaws, operating agreement or other operative agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any material agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by any of the other Loan Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. Except as set forth on Schedule III, no consent of any party (including, without limitation, equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (including stockholders the FCC and any PUC (each as defined in the Security Agreement) is required (A) for the pledge by such Pledgor of the Pledged Securities pledged by it pursuant to this Agreement or creditors for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Securities Collateral pursuant to this Agreement. In the event that the Collateral Agent desires to exercise any Pledgor remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and Guarantor) and no consent determines it necessary to obtain any approvals or approval consents of any Governmental Authority or any securities exchange was or is necessary to other Person therefor, then, upon the validity reasonable request of the pledge effected herebyCollateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Securities Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected lien first lien, subject to Permitted Liens, upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)of each Pledgor; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Securities Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all of the Pledged Debt Securities have been duly authorized, executed and delivered and are the enforceable obligations of the issuer thereof; (i) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (ij) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors jointly and Guarantor hereby representsseverally represent, warrants warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, that: (a) Schedule I correctly sets forth as of the Pledged Interests represent that date hereof the percentage as set forth on Schedule II of the issued and outstanding shares units of each class of the Equity Interests equity interests of the issuer with respect theretoBorrower represented by the Pledged Stock and includes all equity interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement; (b) the Pledged Stock has been duly and validly authorized and issued by the Borrower; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such Pledgor and Guarantor each of the Pledgors (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III as owned by such Pledgor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement or the Convertible Notes Documents, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant heretoLiens created by this Agreement or the Convertible Notes Documents, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent except for restrictions and limitations imposed by the Loan Documents or the Convertible Notes Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any other Person nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (including stockholders e) each of the Pledgors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or creditors of any Pledgor and Guarantorcontemplated; (f) and no consent or approval of any Governmental Authority or Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eg) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral Securities are delivered to the Collateral Administrative Agent in New York and in accordance with this Agreement, the Collateral Administrative Agent will have obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations Obligations, subject to (subject only to i) the lien effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and security interest that comprise the Senior Security Interest);(iii) implied covenants of good faith and fair dealing; and (fh) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf for the benefit of the Secured Parties, the rights of the Collateral Administrative Agent in the Pledged Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, Liens (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors jointly and Guarantor hereby representsseverally represent, warrants warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Security Agent and the Lenders that: (a) the Pledged Interests Stock and Pledged Notes represent that percentage as set forth on Schedule II of all the issued and outstanding shares capital stock of each class Subsidiary that is a corporation and all the outstanding indebtedness of each Subsidiary owed to the Equity Interests of the issuer with respect theretoBorrower or to another Subsidiary; (b) the Pledged Stock has been duly and validly authorized and issued by the issuers thereof and is fully paid and nonassessable; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor each of the Pledgors (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III to be owned by such Pledgor, (ii) holds the same free and clear of all LiensLiens (other than unperfected Liens imposed by law) or security interests of any other Person, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien onin, the Collateral, other than pursuant hereto, and (iv) subject to Section 52.04, will cause any and all Collateral, whether for value paid by such any Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Security Agent and pledged or assigned hereunder; (cd) except for restrictions and limitations imposed by securities laws generally, the Collateral pledged hereunder is and will be freely transferable and assignable, and no portion of such Pledgor Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provision, partnership agreement restriction or other contractual restriction of any nature which might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition of the Collateral pursuant hereto after the occurrence of an Event of Default or the exercise by the Security Agent of its rights and Guarantor remedies hereunder; (e) each of the Pledgors (i) has the power and authority to pledge the Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by of this Agreement), however arising, of all Persons persons whomsoever; (df) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (eg) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Security Agent in accordance with this Agreement, the Collateral Security Agent will have obtain a legal, valid and perfected lien upon and first priority security interest in such the Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Obligations; and (fh) the pledge effected hereby is effective to vest in the Collateral Security Agent, on behalf of the Secured Parties, the rights of the Collateral Security Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors, jointly and Guarantor hereby representsseverally, warrants represent, warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, that: (a) Schedule II correctly sets forth as of the Closing Date the (x) name and jurisdiction of each issuer of, and the ownership interest (including percentage owned and number of shares or units) of each Pledgor in, the Pledged Interests represent Stock and (y) amount and obligor under the Material Pledged Debt Securities (provided that percentage as set forth on the Pledgors may omit the obligor from Schedule II and notify the Administrative Agent separately of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretosuch obligor’s identity); (b) the Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such each Pledgor and Guarantor (i) is and and, subject to any transfers made in compliance with the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIII as owned by such Pledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted under Section 6.02 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant hereto, to a transaction permitted by the Credit Agreement and other than Liens permitted under Section 6.02 of the Credit Agreement and (iv) subject to Section 5, will cause any and all the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto hereto or therein against any and all Liens (other than Liens permitted under Section 6.02 of the Lien created by this Credit Agreement), however arising, of all Persons whomsoeverPersons; (d) no consent except for restrictions and limitations imposed by the Loan Documents, securities laws generally, the laws of any other Person applicable foreign jurisdiction (including stockholders with respect to Pledged Collateral pledged after the Closing Date) or creditors otherwise permitted to exist pursuant to the terms of the Credit Agreement, (i) the Pledged Collateral is and will continue to be freely transferable and assignable and (ii) none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each Pledgor has the power and Guarantorauthority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; (f) and except for consents or approvals required by laws of any applicable foreign jurisdiction (with respect to Pledged Collateral pledged after the Closing Date), no consent or approval of any Governmental Authority or Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eg) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral Securities are delivered to the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement, the Collateral Administrative Agent will have obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Guaranteed Obligations (under the New York UCC, except as provided by the laws of any applicable foreign jurisdiction and subject only to Liens permitted by the lien and security interest that comprise the Senior Security Interest);Credit Agreement; and (fh) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf for the ratable benefit of the Secured Parties, the rights of the Collateral Agent Pledgors in the Pledged Collateral as set forth herein; (g) all , except as provided by the laws of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofapplicable foreign jurisdiction.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under hereunder and except as permitted by the Revolving Loan Documentation as security for Credit Agreement, the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, hereto and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent which has not been obtained of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval which has not been obtained of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement and the Intercreditor Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Pledgee that: (a) the Pledgor has acquired the Pledged Interests represent Stock pledged by him hereunder for value and without notice of any adverse claim to the Pledged Stock; the Initial Pledged Stock includes that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests equity interests of the issuer with respect theretoIssuer; and all the shares of the Initial Pledged Stock have been duly authorized and validly issued and are fully paid and non-assessable; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds and will continue to hold the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject will cause all securities included within the Collateral to Section 5be certificated securities, and (v) will cause any and all Collateralcertificates, whether for value paid by such Pledgor and Guarantor instruments or otherwise, other documents representing or evidencing Collateral to be forthwith deposited with the Collateral Agent Pledgee and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens however arising, of any Person (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) the Pledgor’s full legal name is as set forth on the signature pages hereof; (e) no consent of any other Person (including stockholders or the creditors of any Pledgor and Guarantorthe Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ef) by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Pledgee in accordance with this Agreement, the Collateral Agent Pledgee will have obtain a valid valid, legal and perfected lien first priority Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations Secured Obligations, free and clear of all Liens; (subject only to g) the lien pledge and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Pledgee the rights of the Collateral Agent in the Collateral as set forth contemplated herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating this Agreement is the legal, valid and binding obligation of the Pledgor and is enforceable against the Pledgor in accordance with its terms; (i) if the Pledgor becomes entitled to receive or receives any stock certificate (including without limitation any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of any capital or any certificate issued in connection with any reorganization), option or rights in respect of equity interests of the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly indorsed by the Pledgor to the Pledgee and accompanied by such stock powers and proxies as provided in Section 4, to be held by the Pledgee, subject to the terms hereof, as additional Collateral for the Secured Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of the Issuer shall be paid over to the Pledgee to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Interests is accurate and complete in all material respects as Securities pursuant to the recapitalization or reclassification of the date hereofcapital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Pledgee, be delivered to the Pledgee to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Pledgee hold such money or property in trust for the Pledgee, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations; and (j) the Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the pledge Pledged Securities or proceeds thereof, (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any person with respect to, any of the Pledged Interests pursuant to Securities or proceeds thereof, or any interest therein, except for the security interests created by this Agreement does not violate Regulation T, U or X (iii) enter into any agreement or undertaking restricting the right of the Federal Reserve Board Pledgor or the Pledgee to sell, assign or transfer any successor thereto as of the date hereofPledged Securities or proceeds thereof. (k) The Pledgor shall not change the Pledgor’s name, identity or principal residence unless he shall have (i) notified the Pledgee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, or principal residence and providing such other information in connection therewith as the Pledgee may reasonably request and (ii) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Pledgee’s security interest in the Collateral granted or intended to be granted and agreed to hereby.

Representations, Warranties and Covenants. Each The Pledgor represents and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: that (a) the Pledged Interests represent that percentage as set forth on Schedule II of Pledgor is the issued legal record and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien beneficial owner of, and security interest granted under the Revolving Loan Documentation as security for the payment or performancehas good and marketable title to, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIUnits, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with no perfected lien whatsoever except the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien lien created by this Agreement), however arising, of all Persons whomsoever; ; (db) no consent of any other Person person (including stockholders or creditors of any Pledgor and Guarantorincluding, without limitation, his creditors) and no consent consent, license, permit, approval or approval of authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority governmental authority, domestic or any securities exchange was foreign, is required to be obtained by him in connection with the execution, delivery or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors performance of this Agreement; (c) the execution, when the Pledged Securitiesdelivery and performance of this Agreement will not violate any provision of any applicable law or regulation, certificates or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract or other documents representing agreement, instrument or evidencing undertaking to which the Collateral are Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the Pledgor's assets, and will not result in the creation or imposition of any lien on any of the Pledgor's assets except as contemplated by this Agreement; and (d) the Pledgor has delivered to the Collateral Agent Pledgee the Pledged Units with the understanding that the Pledgee will reflect this transfer in accordance the Convertible Debt Unit Transfer Ledger (the "Ledger") maintained by it, and the pledge and delivery of the Pledged Units pursuant to this Agreement creates a valid lien on and a perfected security interest in the Pledged Units, and the proceeds thereof, subject to no prior lien, or to any agreement purporting to grant to any third party a security interest in the Pledgor's property or assets which would include the Pledged Units. The Pledgor covenants and agrees that, except as otherwise provided in Section 6, the Pledgor will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Collateral, nor will the Pledgor create, incur or permit to exist any perfected lien with respect to any part of the Collateral, or any interest therein, or any proceeds thereof, except for the lien created by this Agreement, without the Collateral Agent prior written consent of the Pledgee; and the Pledgor further covenants and agrees that the Pledgor will have a valid and perfected lien upon defend the Pledgee's right, title and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien Collateral and security interest that comprise the Senior Security Interest); (f) proceeds thereof against the pledge effected hereby is effective claims and demands of all persons; and the Pledgor further covenants and agrees to vest deliver to the Pledgee from time to time on request such assignments, stock powers and similar documents, satisfactory in form and substance to the Collateral AgentPledgee, on behalf of the Secured Parties, the rights of the Collateral Agent in with respect to the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofPledgee may request.

Representations, Warranties and Covenants. Each Pledgor The Borrower and each Guarantor hereby represents, covenants and agrees with and represents and warrants and covenants, as to itself the Administrative Agent and the Collateral pledged by it hereunder, to and with the Collateral Agent thatLenders as follows: (ai) the Pledged Interests represent that percentage as set forth on Schedule II Obligations under the Credit Agreement are and shall remain secured by the Collateral, pursuant to the terms of the issued Credit Agreement and outstanding shares of each class of the Equity Interests of the issuer with respect theretoother Loan Documents; (bii) except for the prior lien Borrower and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full each of the Revolver Obligations ( Guarantors possess all of the "Senior Security Interest") powers requisite to enter into and carry out the transactions of the Borrower and such Guarantor referred to herein and to execute, enter into and perform the terms and conditions of this Amendment, the Credit Agreement and the security interest granted hereunderother Loan Documents to which it is a party and any other documents contemplated herein that are to be performed by the Borrower or such Guarantor; any and all actions required or necessary pursuant to the Borrower's or such Guarantor's organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by the Borrower and such Pledgor Guarantor of the terms and conditions of this Amendment; the officers of the Borrower and each Guarantor executing this Amendment are the duly elected, qualified, acting and incumbent officers of such Loan Party and hold the titles set forth below their names on the signature lines of this Amendment; and such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIany applicable law, (ii) holds the same free and clear of all Liensexcept as would not reasonably be expected to result in a Material Adverse Change, any material agreement or instrument or (iii) will make no assignmentany order, pledgewrit, hypothecation judgment, injunction or transfer ofdecree to which the Borrower or such Guarantor is a party or by which the Borrower or such Guarantor or any of its properties is bound, except, in the case of this clause (ii), and that all consents, authorizations and/or approvals required or create or permit to exist necessary from any security interest third parties in or other Lien onconnection with the entry into, delivery and performance by the Borrower and such Guarantor of the terms and conditions of this Amendment, the CollateralCredit Agreement, the other than pursuant heretoLoan Documents and the transactions contemplated hereby have been obtained by the Borrower or such Guarantor, as applicable, and are full force and effect; (iii) this Amendment, the Credit Agreement, and the other Loan Documents constitute valid and legally binding obligations of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity; (iv) subject all representations and warranties made by the Borrower and each Guarantor in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any such representation and warranty that is qualified by materiality or reference to Section 5Material Adverse Change, will cause any in all respects), except for representations and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor warranties which (i) has the power and authority specifically refer to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests an earlier date which shall have been duly authorized true and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete correct in all material respects as of such earlier date referred to therein, and (ii) are qualified by materiality which will be true and correct in all respects and the date hereofBorrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the other Loan Documents; (v) this Amendment is not a substitution, novation, discharge or release of the Borrower's or any Guarantor's obligations under the Credit Agreement or any of the other Loan Documents, all of which shall and are intended to remain in full force and effect; (vi) no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the other Loan Documents; there exist no defenses, offsets, counterclaims or other claims with respect to the Borrower's or any Guarantor's obligations and liabilities under the Credit Agreement or any of the other Loan Documents; (vii) no Material Adverse Change has occurred since January 2, 2021; and (iviii) the pledge of Borrower and each Guarantor hereby ratify and confirm in full its duties and obligations under the Pledged Interests pursuant Credit Agreement and the other Loan Documents applicable to this Agreement does not violate Regulation Tit, U or X of the Federal Reserve Board or any successor thereto each as of the date hereofmodified hereby.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all LiensLiens other than Permitted Encumbrances, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or Permitted Encumbrances, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementAgreement or a Permitted Encumbrance), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby, except such consents or approvals as have been obtained; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock which is capital stock of the Borrower or any Subsidiary has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, covenants as to itself and the Collateral pledged by it hereunder, hereunder to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien hypothecs and security interest pledge granted to the Agent and Liens permitted under the Revolving Loan Documentation as security for Credit Agreement, the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Grantor (i) is and and, subject to the provisions of the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIStock that it is pledging hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, (iii) will make no assignmentas signment, pledge, hypothecation or or, subject to the provisions of the Credit Agreement, transfer of, grant any option or similar right with respect to, or create or permit suffer to exist any security interest in or other Lien onin, the CollateralCollateral (or any part thereof) that it is pledging hereunder including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 55 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the requisite power and authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement)Liens, however arising, of all Persons whomsoeverpersons whomsoever (other than the Liens permitted by the Credit Agreement); (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval not obtained of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge and hypothec effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon and security interest first ranking hypothec in such Pledged Securities Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Agent the rights of the Collateral Agent in the Collateral as set forth herein; (gf) all of the Pledged Interests have Stock has been duly authorized and validly issued and are fully paid as at the date hereof, the Initial Pledged Stock constitutes 50% of the issued and nonassessableoutstanding shares of the capital of CCM; (hg) the Grantor shall pledge hereunder, immediately upon its acquisition (directly of indirectly) thereof, any and all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as shares of the capital of any person that, after the date hereof; and (i) the pledge of this Agreement, becomes, as a result of any occurrence, a direct subsidiary of the Pledged Interests Grantor. All representations, warranties and covenants of the Grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 14 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, or as otherwise permitted pursuant to the Credit Agreement and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such each Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under hereunder and except as permitted by the Revolving Loan Documentation as security for Credit Agreement, the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, hereto and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent which has not been obtained of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval which has not been obtained of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself covenants that it is the registered and beneficial owner of the Collateral pledged by it hereunder, to shares and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares capital stock of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated Subsidiaries set forth on Schedule II1 hereto; that, (ii) except for security interests granted to CoBank the Pledgor is the legal, equitable and beneficial owner of the Pledged Collateral, holds the same free and clear of all Liensliens, (iii) charges, encumbrances, security interests, warrants, options, rights to purchase, rights of first refusal and other interests of any kind or nature of any person other than CoBank and will make no voluntary assignment, pledge, mortgage, hypothecation or transfer ofof the Pledged Collateral (except as may be permitted under this Pledge Agreement with respect to cash dividends); that the issued and outstanding capital stock of each of the Pledged Subsidiaries included in the Pledged Collateral has been duly authorized and is validly issued, or create or permit to exist any security interest in or other Lien on, fully paid and non-assessable; that the Collateral, other than pursuant hereto, Pledgor has good right and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and legal authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, claims of all Persons persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of ; that the execution and delivery of this Pledge Agreement, and the performance of its terms, will not result in any violation of any provision of the Pledgor's articles of incorporation or bylaws, or violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or any of the Pledgor's property; that no approval, consent or authorization of any governmental or regulatory authority which has not heretofore been obtained is necessary for the execution or delivery by the Pledgors and Guarantors Pledgor of this Agreement, when the Pledged Securities, certificates Pledge Agreement or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance by the Pledgor of any of the Indenture Obligations (subject only to the lien terms or conditions hereof or thereof; and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby this Pledge Agreement is effective to vest in the Collateral Agent, on behalf of the Secured Parties, CoBank the rights of the Collateral Agent Pledgor in the Pledged Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor The Pledgors hereby represent, warrant and Guarantor hereby represents, warrants and covenantscovenant, as to itself themselves and the Pledged Collateral pledged by it them hereunder, to and with the Collateral Agent that: (a) the Pledged Partnership Interests represent that percentage of the issued and outstanding partnership interests of the issuer with respect thereto as set forth on Schedule II I; (b) the Ownership Interests represent that percentage of the issued and outstanding shares of each class of the Equity Interests capital stock or other equity interest of the issuer with respect theretothereto as set forth on Schedule I; (bc) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor the Pledgors (i) is are and will at all times continue to be the direct ownerowners, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds hold the same Pledged Collateral free and clear of all Liens, other than Permitted Encumbrances and Liens in favor of the Collateral Agent, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant heretohereto and other than Permitted Encumbrances, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cd) such Pledgor and Guarantor the Pledgors (i) has have the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its their title or interest thereto or therein against any and all Liens (other than Permitted Encumbrances and the Lien created by this AgreementAgreement or the other Loan Documents), however arising, of all Persons whomsoever; (de) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgors), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement; (ef) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when and the Pledged Securities, delivery by the Pledgors to the Collateral Agent of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (fg) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (gh) all of the Pledged Interests Securities have been duly authorized and validly issued and are fully paid and nonassessable; (hi) all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (ij) the pledge none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby ------------------------------------------ represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all CollateralPledged Securities, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) upon delivery of the Pledged Securities to the Collateral Agent, the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation G, T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself (a) ANP and the Collateral pledged by it hereunderInitial Borrower hereby represent, warrant and covenant to and with the Collateral Agent that: (ai) the Pledged Equity Interests pledged hereunder represent that percentage as set forth on Schedule II of and will at all times hereafter represent all the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretoInitial Borrower; (bii) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor ANP (iA) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IICollateral owned by it, (iiB) holds and will at all times hold the same free and clear of all Liens, (iiiC) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the CollateralCollateral owned by it, other than pursuant heretohereto or as may be permitted under the Credit Agreement and the Senior Note Purchase Agreement, and (ivD) subject to Section 52.04, will cause any and all Collateral, whether for value paid by Pledged Securities included in such Pledgor and Guarantor or otherwise, Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder, (E) will not permit the Initial Borrower to reverse its election pursuant to the Initial Borrower LLC Agreement to "opt-in" to Article 8 of the Uniform Commercial Code as in effect in the State of New York and (F) will not admit any Person as a new member in the Initial Borrower without the consent of the Collateral Agent; (ciii) such Pledgor and Guarantor ANP (iA) has the power and authority to pledge the Collateral pledged by it in the manner hereby done or contemplated and (iiB) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (div) no consent of any other Person (including stockholders equity holders of ANP or TWEAN or creditors of any Pledgor and GuarantorANP or TWEAN) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected herebyby ANP hereunder, other than such as have been obtained; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (gv) all of the Pledged Equity Interests pledged hereunder have been duly authorized and validly issued and are fully paid and nonassessable;; and (hvi) all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and. (b) TWEAN hereby represents, warrants and covenants to and with the Collateral Agent that: (i) the pledge of the Pledged Equity Interests pursuant to this Agreement does not violate Regulation Tpledged by it hereunder represent, U or X of the Federal Reserve Board or any successor thereto as of on the date hereof, all the issued and outstanding Equity Interests of the Initial Borrower; (ii) except for the security interest granted hereunder, TWEAN (A) is and will at all times continue to be the direct owner, beneficially and of record, of the Collateral listed in Schedule I as being owned by it (except to the extent the Equity Interests in the Initial Borrower shall have been distributed to ANP), (B) holds the same on the date hereof free and clear of all Liens, (C) will make no assignment, pledge, hypothecation or transfer of, or create any security interest in the Collateral owned by it, other than pursuant hereto or as may be permitted to be created or to exist by ANP under the Credit Agreement and the Senior Note Purchase Agreement, (D) subject to Section 2.04 will cause any and all Pledged Securities included in such Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder, (E) will not seek to cause the Initial Borrower to reverse its election pursuant to the Initial Borrower LLC Agreement to "opt-in" to Article 8 of the Uniform Commercial Code as in effect in the State of New York and (F) will not seek to admit any Person as a new member in the Initial Borrower without the consent of the Collateral Agent; (iii) TWEAN has the power and authority to pledge the Collateral pledged by it in the manner hereby done or contemplated; and (iv) all of the Equity Interests pledged by TWEAN hereunder have been duly authorized and validly issued and are fully paid and nonassessable.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent Pledgee that: (a) the Pledged Equity Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities Collateral indicated on Schedule II, (ii) holds the same free and clear of all Liens except Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, Pledged Collateral other than Permitted Liens and pursuant hereto, and (iv) subject to Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with Pledgee (or, prior to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent in accordance with the Intercreditor Agreement) and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement)Liens, however arising, of all Persons whomsoever, except Permitted Liens; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority governmental authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent Pledgee in accordance with this Agreement, the Collateral Agent Pledgee will have a valid and perfected lien upon upon, and security interest in in, such Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Noteholder Obligations; (f) the pledge effected hereby is effective to vest in the Collateral AgentPledgee, on behalf of itself and the other Noteholder Secured Parties, the rights of the Collateral Agent Pledgee in the Pledged Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Collateral, including but not limited to the information set forth on Schedule II hereto, is accurate and complete in all material respects as of the date hereof; (h) the Pledged Equity Interests of each subsidiary of a Pledgor have been duly authorized and validly issued and are fully paid and non-assessable (except with respect to such rights of assessment as may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed, and not as a result of any rights contained in any organizational document); (i) except as described on Schedule II, the Pledged Equity Interests described on Schedule II hereof constitute all of the issued and outstanding shares of stock or other Equity Interests of each of the subsidiaries of such Pledgor owned by such Pledgor; (j) each Pledgor agrees that it will (i) cause each of the issuers that are subsidiaries of the Pledgors not to issue any stock or other securities in addition to or substitution for the Pledged Securities issued by such issuer, except to the respective Pledgor and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all such additional shares of stock or other securities of each issuer of the Pledged Securities, subject to the terms hereof; and (ik) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Secured Party that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor Pledgor: (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated contemplated, (ii) has rights in each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder free and clear of any and all Liens (other than Permitted Liens) and (iiiii) will defend its title or interest thereto or therein rights in each item of the Collateral against any and all Liens (other than the Lien Liens created by this Agreement)Agreement and Permitted Liens) and claims, however arising, of all Persons whomsoeverany Person; (db) no consent of any other Person (including the stockholders or creditors of any Pledgor and Guarantorthe Pledgor) and no consent or approval of any Governmental Authority governmental authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ec) by virtue this Agreement is the legal, valid and binding obligation of the execution Pledgor and delivery by is enforceable against the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Pledgor in accordance with this Agreementits terms; (d) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral Agent will is on file or of record in any public office, except such as may have been filed (i) by the Pledgor in favor of the Secured Party pursuant to this Agreement or the Note, and (ii) in connection with any other Permitted Liens; (e) this Agreement is effective to create a valid and perfected lien continuing Lien on and, upon and security interest in such Pledged Securities as security for the payment and performance filing of the Indenture Obligations (subject only appropriate financing statements listed on Schedule I hereto, a perfected Lien in favor of the Secured Party, on the Collateral with respect to which a Lien may be perfected by filing pursuant to the lien Code; such Lien is prior to all other Liens, except Permitted Liens that would be prior to Liens in favor of the Secured Party as a matter of law, and security interest that comprise is enforceable as such as against any and all creditors of and purchasers from the Senior Security Interest)Pledgor; all action by the Pledgor necessary or desirable to protect and perfect such Lien on each item of the Collateral has been duly taken; (f) Schedule II hereto lists all Instruments (other than those related to the pledge effected hereby is effective Excluded Items), Letter of Credit Rights and Chattel Paper of the Pledgor in excess of $100,000 individually; All action by the Pledgor necessary or desirable to vest in protect and perfect the Collateral Agent, Lien of the Pledgor on behalf each item set forth on Schedule II (including the delivery of all originals thereof to the Secured Party and the legending of all Chattel Paper as required by Section 4(b) hereof) has been duly taken; The Lien of the Secured PartiesParty on the Collateral listed on Schedule II hereto is prior to all other Liens, except Permitted Liens that would be prior to the rights Liens in favor of the Collateral Agent in Secured Party as a matter of law, and is enforceable as such against any and all creditors of and purchasers from the Collateral as set forth herein;Pledgor; and (g) all the Pledgor’s name as it appears in official filings in the state of its incorporation, the type of entity of the Pledged Interests have Pledgor (including corporation, partnership, limited partnership or limited liability company), the organizational identification number issued by the Pledgor’s state of incorporation or organization or a statement that no such number has been duly authorized issued, the Pledgor’s state of incorporation, the location of the Pledgor’s chief executive office, principal place of business, offices, all warehouses and validly issued premises where Collateral is stored or located, and the locations of its books and records concerning the Collateral are fully paid and nonassessable; (h) all information set forth herein relating to on Schedule III hereto; the Pledged Interests is accurate and complete in all material respects as Pledgor has only one state of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofincorporation.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien security interest granted hereunder and the security interest granted under the Revolving Loan Documentation Senior Lender Documents (as security for defined in the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderIntercreditor Agreement), such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or the Senior Lender Documents in accordance with the Intercreditor Agreement, and (iv) subject to Section 55 and the Intercreditor Agreement, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited (unless such Collateral previously was deposited with the Senior Agent) with the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement)Permitted Liens, however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when upon delivery to the Senior Agent of the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, and, in the case of Pledged Securities not constituting certificated securities or instruments, the filing of UCC financing statements in the appropriate filing office, the Collateral Agent will have a valid and perfected second-priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and; (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; and (j) all Collateral consisting of Pledged Securities, certificates or other documents representing or evidencing the Collateral has been delivered to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) in accordance with Section 2.

Representations, Warranties and Covenants. Each Pledgor represents and Guarantor hereby representswarrants to, warrants and covenantscovenants with, as to itself and the Collateral pledged by it hereunderAgent, to and with for the Collateral Agent benefit of the Secured Parties, that: (a) the Pledged Interests represent that percentage as set forth on Schedule II correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretothereof represented by such Pledged Stock and includes all Equity Interests of each Foreign Subsidiary directly owned by each Pledgor on the date hereof, other than the Excluded Securities; (b) the Pledged Stock, to the best of each Pledgor’s knowledge, have been duly and validly authorized and issued by the issuers thereof and are fully paid and nonassessable; (c) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such each Pledgor and Guarantor (i) is and, subject to any transfers made in compliance with the Term Loan Agreement and each other Credit Document, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIII as owned by such Pledgor, (ii) holds the same free and clear of all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the CollateralPledged Stock, other than pursuant heretoto a transaction not prohibited by any Credit Document and other than Permitted Liens, and (iv) subject to Section 5the rights of such Pledgor under the Credit Documents to dispose of Pledged Stock, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, use commercially reasonable efforts to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons; (d) no consent other than as set forth in the Term Loan Agreement or the schedules thereto or in the other Credit Documents and except for restrictions and limitations imposed by the Credit Documents or securities laws generally, the Pledged Stock is and will continue to be freely transferable and assignable, and none of the Pledged Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law, memorandum of association or articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder other Person than under applicable Requirements of Law; (including stockholders e) each Pledgor has the power and authority to pledge the Pledged Stock pledged by it hereunder in the manner hereby done or creditors of any Pledgor and Guarantorcontemplated; (f) and other than as set forth in the Term Loan Agreement or the schedules thereto or in the other Credit Documents, no consent or approval of any Governmental Authority or Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eg) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral are Stock is delivered to the Collateral Agent Agent, for the benefit of the Secured Parties, in accordance with this Agreement, and a financing statement in respect of the Collateral Pledged Stock is filed in the appropriate filing office, the Agent will have obtain, for the benefit of the Secured Parties, a legal, valid and perfected (except for any Equity Interests with respect to which, in the reasonable judgment of the Agent and the Borrower evidenced in writing delivered to the Agent, the costs or other consequences of perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom) lien upon and security interest in such Pledged Securities Stock, subject only to Permitted Liens, as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Obligations; and (fh) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf for the benefit of the Secured Parties, the rights of the Collateral Agent in the Collateral Pledged Stock as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as covenants to itself and Pledgee that with respect to the Collateral pledged by it hereundersuch Pledgor to Pledgee on the date hereof, to and with the (i) such Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II represents 100% of the issued and outstanding shares capital stock and warrants, options and other rights to purchase or acquire capital stock of each class Borrower owned by such Pledgor, (ii) in the case of the Equity Interests Class C Pledgor, such Pledgor is the legal owner of such Collateral and, in the case of the issuer with respect thereto; Class A Pledgor and the Class B Pledgors, such Pledgor is the legal and beneficial, owner of such Collateral, (biii) except for the prior lien and security interest first Lien on the Collateral granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderto Pledgee hereby, such Pledgor and Guarantor (i) is and will at all times continue to be has not created or granted any other Lien on the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IICollateral, (iiiv) holds to the same free and clear best of all Liensits knowledge, (iii) will make no assignmentauthorization, pledge, hypothecation approval or transfer ofother action by, or notice to or filing with, any Governmental Body by such Pledgor is required for the pledge by such Pledgor of such Collateral pursuant to the terms of this Pledge Agreement, and (v) until all of Borrower's Obligations have been paid and performed in full, such Pledgor will not create or permit to exist any security interest in Lien upon or other Lien on, the with respect to such Collateral, other than pursuant hereto, except for the Lien thereon granted to Pledgee by this Pledge Agreement. Each Pledgor further represents and (iv) subject warrants to Section 5, will cause any Pledgee that the location of such Pledgor's chief executive office and all Collateral, whether for value paid by the address and telecopy number of such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or for notice purposes is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofon Exhibit B hereto.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby ----------------------------------------- represents, warrants and covenants, covenants as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent thatfollows: (ai) The Pledgor is the Pledged Interests represent that percentage as set forth on Schedule II legal and beneficial owner of the issued Collateral free and outstanding shares clear of each class any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement. (ii) The pledge of the Equity Interests Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral and the proceeds thereof in favor of Pledgee, securing the payment of the issuer with Obligations. (iii) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, or (ii) for the exercise by Pledgee of the rights provided in this Agreement or the remedies in respect thereto;of the Collateral pursuant to this Agreement. (b) except for When, if ever, additional Collateral is delivered to the prior lien and security interest granted under Pledgee in accordance with Section 1 hereof, the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially legal and equitable --------- owner of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same such Collateral free and clear of all liens of every kind and nature including any state or federal tax liens, except for the lien created by this Agreement and any Permitted Liens; each share of stock comprising such Collateral will have been duly authorized, (iii) validly issued and be fully paid and non-assessable; and the Pledgor will make no assignment, have legal title to such Collateral and power to pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, assign and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by deliver such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done contemplated. (c) Without the prior written consent of the Pledgee having been first obtained, the Pledgor shall not sell, assign, transfer, pledge, mortgage, hypothecate, dispose or contemplated and (ii) will defend encumber any of its title rights in or interest thereto to the Collateral or therein against any and all Liens (other than portion thereof, except for the Lien created by pledge thereof provided for in this Agreement), however arising, of all Persons whomsoever;. (d) no consent Pledgor has and will defend the title to the Collateral and the liens created hereby against the claim of any other Person (including stockholders or creditors and will maintain and preserve such liens until the termination of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;this Agreement. (e) by virtue of No Restriction (defined below) is in effect with respect to the execution Collateral, and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the no Restriction will be in effect with respect to any Collateral are hereafter delivered to the Collateral Agent in accordance with this AgreementSecured Party. The execution, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment delivery and performance of this Agreement (including the Indenture Obligations (subject only exercise of any and all remedies provided for herein) will not result in or permit the imposition of any Restriction upon any present or future Collateral. Pledgor shall not cause, permit or suffer to exist the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf imposition of any Restriction upon any of the Secured PartiesCollateral. "Restrictions" shall mean any voting agreement, voting trust, ------------ proxy, power of attorney, dividend order, shareholder agreement, stock transfer agreement, restrictive bylaw or other document, instrument or agreement, whether revocable or irrevocable, limiting or affecting the rights of the Collateral Agent in holder of the Collateral as set forth herein; (g) all to vote, transfer, receive dividends or distributions on, or otherwise enjoy any of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to benefits of, the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofCollateral.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) : as of the date hereof, the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests Capital Stock of the issuer with respect thereto; (b) ; except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIII (except as otherwise permitted by the Credit Agreement), (ii) holds the same free and clear of all LiensLiens (other than as permitted by the Credit Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or as otherwise permitted by the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent (in the case of certificated Collateral) and pledged or (other than in the case of ULC Shares) assigned hereunder; (c) ; such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and any other Lien permitted by the Credit Agreement), however arising, of all Persons whomsoever; (d) ; no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) hereby provided that any transfer of ULC Shares may require the approval of the directors or shareholders of the Pledged Issuer thereof; by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, and subject to the completion of any post-closing obligations described in any post-closing agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) Obligations; the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured PartiesCreditors, the rights of the Collateral Agent in the Collateral as set forth herein; (g) ; all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and (except in the case of ULC Shares) nonassessable; (h) ; all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) and the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Grantor (i) has title to the Collateral that it is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same pledging hereunder free and clear of all LiensLiens of every kind and nature, except for the Lien in favor of the Agent granted pursuant to this Agreement, (iiiii) except as permitted under the Amended Credit Agreement, will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien onin, the Collateral, other than pursuant hereto, and (iviii) except as permitted under the Amended Credit Agreement and subject to Section 55 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the power and authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, and (ii) will defend its title or interest thereto or therein against any and all Liens (attachments, Liens, claims or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, (x) when the Pledged Securities, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, if applicable, the Collateral Agent will have obtain a valid and perfected lien first Lien upon and security interest in such Pledged Securities items of Collateral as security for the payment and performance repayment of the Indenture Obligations Secured Obligations, and (subject only to y) when the lien Account has been registered in the name of the Agent or the Agent's nominee, the Agent will obtain a valid and perfected first Lien upon and security interest that comprise in such items of Collateral as security for the Senior Security Interest)repayment of the Secured Obligations, in each prior to all other Liens thereon; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Agent the rights of the Collateral Agent in the Collateral as set forth herein;; and (gf) all of the Pledged Interests have been duly authorized and validly issued Senior Notes being pledged on the date hereof are being held in the Account and are fully paid listed on Schedule I annexed hereto. All representations, warranties and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as covenants of the date hereof; and (i) Grantor contained in this Agreement shall survive the pledge execution, delivery and performance of this Agreement until the Pledged Interests termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 15 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Lender that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderto the Lender, such Pledgor and Guarantor the Grantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIthat it is pledging hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all Liensliens, charges, encumbrances and security interests of every kind and nature, and the Pledged Stock is subject to no options to purchase or any similar or other rights of any person, (iii) will make no assignment, pledge, hypothecation or or, subject to the provisions of the Stock Purchase Agreement, transfer of, or create or permit to exist any security interest in or other Lien onin, the CollateralCollateral that it is pledging hereunder including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 55 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent Lender and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the power good right and legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, (ii) will not amend, modify or supplement any Pledged Security without the prior written consent of the Lender, nor forgive any indebtedness evidenced by any Pledged Security, and (iiiii) will defend its title or interest thereto or therein against any and all Liens (attachments, liens, claims, encumbrances, security interests or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Lender in accordance with this Agreement, the Collateral Agent Lender will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only Secured Obligations, prior to the lien all other liens and encumbrances thereon and security interest that comprise the Senior Security Interest)interests therein; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Lender the rights of the Collateral Agent Lender in the Collateral as set forth herein;; and (gf) all of the Pledged Interests have Stock has been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) , the pledge Initial Pledged Stock constitutes all of the Pledged Interests issued and outstanding shares of capital stock of the issuers listed on Schedule I annexed hereto and acquired by the Grantor from the Lender pursuant to the Stock Purchase Agreement. All representations, warranties and covenants of the Grantor contained in this Agreement does not violate Regulation Tshall survive the execution, U or X delivery and performance of this Agreement until the Federal Reserve Board or any successor thereto as termination of the date this Agreement pursuant to Section 15 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock of the issuer with respect theretothereto and Schedule II includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder; (b) except for the prior lien and security interest granted hereunder and other than as permitted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full terms of the Revolver Obligations ( Loan Agreement, including with respect to the "Senior Security Interest") and Liens in favor of the security interest granted hereunderLenders under the Term Loan Agreement, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, hereto and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement or permitted by the Term Loan Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders stockholders, members, partners or creditors of any Pledgor and Guarantor) Pledgor), and no consent or approval of any Governmental Authority or any securities exchange exchange, which has not been obtained was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (Indebtedness, subject only to the lien and security interest that comprise the Senior Security Interest)Permitted Liens; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests Stock and Pledged Debt Securities have been duly authorized and validly issued and (i) in the case of Pledged Stock, are fully paid and nonassessablenonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof to the extent the issuer is Parent or Consolidated Subsidiary; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor Apollo hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent thatPartnership: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderto the Partnership, such Pledgor and Guarantor Apollo (i) is and and, subject to the provisions of the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIthat it is pledging hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all Liensliens, charges, encumbrances and security interests of every kind and nature, and the Pledged Stock is subject to no options to purchase or any similar or other rights of any person, (iii) will make no assignment, pledge, hypothecation or or, subject to the provisions of the Credit Agreement, transfer of, or create or permit to exist any security interest in or other Lien onin, the CollateralCollateral that it is pledging hereunder including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 56 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor Apollo or otherwise, to be forthwith deposited with the Collateral Agent Partnership and pledged or assigned hereunder; (cb) such Pledgor and Guarantor Apollo (i) has the power good right and legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, (ii) will not amend, modify or supplement any Pledged Security without the prior written consent of the Partnership, nor forgive any indebtedness evidenced by any Pledged Security, and (iiiii) will defend its title or interest thereto or therein against any and all Liens (attachments, liens, claims, encumbrances, security interests or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Apollo of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Partnership in accordance with this Agreement, the Collateral Agent Partnership will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only Indemnity Obligations, prior to the lien all other liens and encumbrances thereon and security interest that comprise the Senior Security Interest)interests therein; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Partnership the rights of the Collateral Agent Partnership in the Collateral as set forth herein;; and (gf) all of the Pledged Interests have Stock has been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) , the pledge Pledged Stock constitutes approximately 30% of the Pledged Interests issued and outstanding shares of Common Stock. All representations, warranties and covenants of Apollo contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 14 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby Borrower represents, warrants and covenantscovenants as of the date hereof and until such time as the Loan and all other amounts payable under any of the Loan Documents are paid in full, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) Borrower shall not enter into any transaction of acquisition, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), create any subsidiaries, or acquire by purchase or otherwise all or substantially all the Pledged Interests represent that percentage as set forth on Schedule II business or assets of, or stock or other evidences of beneficial ownership of, or make any investment in, any Person, or make any material change in its present method of conducting business or amend the issued and outstanding shares terms of each class of the Equity Interests of the issuer with respect theretotheir respective Organizational Documents; (b) except for Borrower is not contemplating either the prior lien and security interest granted filing of a petition by Borrower under any state or federal bankruptcy or insolvency laws or the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear liquidation of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, a major portion of Borrower's assets or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretoproperty, and (iv) subject to Section 5, will cause Borrower has no knowledge of any and all Collateral, whether for value paid by Person contemplating the filing of any such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunderpetition against it; (c) such Pledgor and Guarantor (i) Except in connection with the Mezzanine Indebtedness, Borrower has the power and authority not guaranteed or otherwise hold out its credit as being available to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against satisfy obligations of any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoeverPerson; (d) no consent Borrower was organized for the sole purpose of any other Person (including stockholders or creditors of any Pledgor owning, managing and Guarantor) operating the Premises and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected herebyactivities ancillary thereto; (e) by virtue Borrower has not, and will not, engage in any business unrelated to the ownership, management and operation of the execution Premises and delivery by the Pledgors activities ancillary thereto and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid conduct and perfected lien upon operate its business as presently conducted and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)operated; (f) the pledge effected hereby is effective Borrower will not enter into any contract or agreement with any member, partner, principal, shareholder or Affiliate of Borrower, except upon terms and conditions that are intrinsically fair and substantially similar to vest in the Collateral Agent, those that would be available on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth hereinan arms-length basis with unrelated third parties; (g) all of in addition to any limitations with respect thereto contained in Section 4.4 hereof, Borrower has not incurred, and will not incur, any Indebtedness or material liabilities, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Pledged Interests have been duly authorized Indebtedness and validly issued the Mezzanine Indebtedness permitted under Section 4.4 hereof; provided, however, that no such Indebtedness or liabilities (other than the Loan and are fully paid and nonassessablethe Mezzanine Indebtedness) may be secured (senior, subordinate or pari passu) by the Premises or any portion thereof, except as expressly permitted in said Section 4.4 hereof; (h) Borrower has not made, nor will it make, any loans or advances to any third party (including any Affiliate of Borrower) and will not pledge its assets for the benefit of any third party (including any Affiliate of Borrower); (i) Borrower is and will be solvent and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; (j) Borrower will maintain its own separate books and records and bank accounts, in each case which are and will be separate and apart from those of any other Person; (k) Borrower will be, and at all information set forth herein relating times will hold itself out to the Pledged Interests public as, a legal entity separate and distinct from any other entity (including any Affiliate thereof), shall maintain and utilize separate stationery, invoices and checks, shall otherwise conduct its business and own its assets in its own name, and shall correct any known misunderstanding regarding its separate identity; (l) Borrower has and will maintain separate financial statements and will file its own tax returns; (m) Borrower will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (n) Borrower will seek not the dissolution or winding up, in whole or in part, of Borrower; (o) Borrower will not commingle its funds or other assets with those of any Affiliate or other Person; (p) Borrower has and will maintain its assets in such a manner that it is accurate not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person; (q) Borrower has and complete will maintain a reasonable number of employees in all material respects light of its contemplated business operations and shall pay the salaries of its employees, and will not do any act which would make it impossible to carry on the ordinary business of Borrower; (r) Borrower will not file or consent to the filing of a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding under any federal or state bankruptcy, insolvency, reorganization or other similar law with respect to Borrower, without the unanimous consent of its members; (s) the sole assets of Borrower are, and for the Term shall be, (i) the fee interest in the Premises, (ii) such assets as are otherwise acquired in connection with the use, operation, maintenance, repair or management of the date hereofPremises, and (iii)cash and accounts receivable; (t) Borrower has and will observe all partnership formalities, limited liability company formalities or corporate formalities, as applicable; (u) Borrower has not and will not acquire the obligations or securities of any of their partners, members or shareholders, as applicable; (v) Borrower shall allocate fairly and reasonably any overhead for any office space which such entity shares with any other entity; and (iw) the pledge Borrower will at all times comply, with each of the Pledged Interests pursuant to representations, warranties, and covenants contained in this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofArticle 8.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that Stock of each issuer named in Schedule II represents the percentage as set forth on such Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect theretosuch issuer; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and Guarantorsuch Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this AgreementAgreement or, if a security interest in any of such Collateral may not under applicable law be perfected by possession, then upon the filing of appropriate financing statements, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are issued, is fully paid and nonassessablenonassessable and, except for Telenoticias del Mundo, L.P., is in certificated form; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and; (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; (j) the Collateral shall not be represented by any certificates, notes, securities, documents or other instruments other than those delivered hereunder; and (k) the terms of the governing documentation for the capital stock of each partnership or limited liability company (other than the Chicago Subsidiary) whose capital stock is pledged under Section 1 above will at all times expressly provide that the capital stock of such partnership or limited liability company is a security governed by Article VIII of the Uniform Commercial Code as in effect in the jurisdiction of organization of the issuer and that such capital stock will at all times be represented by a certificate duly delivered to the Collateral Agent under Section 1 above.

Representations, Warranties and Covenants. Each Pledgor The Borrower and each Guarantor hereby represents, covenants and agrees with and represents and warrants and covenants, as to itself the Administrative Agent and the Collateral pledged by it hereunder, to and with the Collateral Agent thatLenders as follows: (a) the Pledged Interests represent that percentage Borrower’s and Guarantors’ obligations under the Credit Agreement, as set forth on Schedule II modified hereby, are and shall remain secured by the Collateral (other than the Released Assets), pursuant to the terms of the issued Credit Agreement and outstanding shares of each class of the Equity Interests of the issuer with respect theretoother Loan Documents; (b) except for the prior lien Borrower and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full each of the Revolver Obligations ( Guarantors possesses all of the "Senior Security Interest") powers requisite for it to enter into and carry out the transactions of the Borrower and each Guarantor referred to herein and to execute, enter into and perform the terms and conditions of this Amendment, the Credit Agreement and the security interest granted hereunder, such Pledgor other Loan Documents and Guarantor (i) is and will at all times continue any other documents contemplated herein that are to be performed by the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation Borrower or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause such Guarantor; any and all Collateralactions required or necessary pursuant to the Borrower’s or such Guarantor’s organizational documents or otherwise have been taken to authorize the due execution, whether for value paid delivery and performance by the Borrower and such Pledgor Guarantor of the terms and conditions of this Amendment; the officers of the Borrower and each Guarantor executing this Amendment are the duly elected, qualified, acting and incumbent officers of such Loan Party and hold the titles set forth below their names on the signature lines of this Amendment; and such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower or such Guarantor is a party or by which the Borrower or such Guarantor or otherwiseany of its properties is bound, to be forthwith deposited and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the Collateral Agent entry into, delivery and pledged or assigned hereunderperformance by the Borrower and such Guarantor of the terms and conditions of this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated hereby have been obtained by the Borrower and such Guarantor and are full force and effect; (c) this Amendment, the Credit Agreement, and the other Loan Documents constitute the valid and legally binding obligations of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with their respective terms, except as such Pledgor enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and Guarantor (i) has the power and authority to pledge the Collateral by general equitable principles, whether enforcement is sought by proceedings at law or in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoeverequity; (d) no consent of any other Person (including stockholders or creditors of any Pledgor except as specifically modified by this Amendment, all representations and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery warranties made by the Pledgors Borrower and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest each Guarantor in the Collateral Agent, on behalf of Credit Agreement and the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized other Loan Documents are true and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete correct in all material respects as of the date hereof, with the same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and the Borrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the other Loan Documents; (e) this Amendment is not a substitution, novation, discharge or release of the Borrower’s or any Guarantor’s obligations under the Credit Agreement or any of the other Loan Documents, all of which shall and are intended to remain in full force and effect; (f) no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the other Loan Documents; there exist no defenses, offsets, counterclaims or other claims with respect to the Borrower’s or any Guarantor’s obligations and liabilities under the Credit Agreement or any of the other Loan Documents; and (ig) the pledge of Borrower and each Guarantor hereby ratifies and confirms in full its duties and obligations under the Pledged Interests pursuant Credit Agreement, the Guaranty Agreement, and the other Loan Documents applicable to this Agreement does not violate Regulation Tit, U or X of the Federal Reserve Board or any successor thereto each as of the date hereofmodified hereby.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto;[Intentionally Omitted.] (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;[Intentionally Omitted.] (c) First Security Bank, National Association, in its individual capacity, represents and warrants to the other parties to this Agreement that it is, and on the Delivery Date will be, a Citizen of the United States without making use of any voting trust, voting powers agreement or similar arrangement. The Owner Participant agrees, solely for the benefit of Lessee and the Loan Participants, that if during such Pledgor and Guarantor time as the Aircraft is registered in the United States (or if Lessee desires to register the Aircraft in the United States) 22 (i) has it shall not be, or believes itself likely not to be, a Citizen of the power and authority to pledge the Collateral in the manner hereby done or contemplated United States and (ii) will defend the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Federal Aviation Act and regulations then applicable thereunder, then the Owner Participant shall (at its title own expense and without any reimbursement or interest thereto indemnification from Lessee) promptly (A) effect a voting trust, voting powers agreement or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of similar arrangement or take any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is action as may be necessary to prevent any deregistration and to maintain the validity United States registration of the pledge effected hereby; Aircraft (e) by virtue or, if Lessee desires to register the Aircraft in the United States, to permit the United States registration of the execution Aircraft) or (B) transfer all of its right, title and delivery by the Pledgors interest in and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have Trust Estate, the Trust Agreement and any proceeds therefrom in accordance with Section 8(n) hereof (substituting a valid and perfected lien upon and security interest in such Pledged Securities as security 5 day prior written notice for the payment and performance 30 day prior written notice provided therein). It is agreed that the Owner Participant shall be liable to pay on request to Lessee, any Sublessee or the Loan Participants for any damages which may be incurred by Lessee, any Sublessee or the Loan Participants as a result of the Indenture Obligations (subject only Owner Participant's failure to comply with its obligations pursuant to the lien second sentence of this Section 8(c). Each party hereto agrees, upon the request and security interest that comprise at the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf sole expense of the Secured PartiesOwner Participant, to cooperate with the rights Owner Participant in complying with its obligations under the provisions of the Collateral Agent second sentence of this Section 8(c). First Security Bank, National Association, in the Collateral as set forth herein; (g) all its individual capacity, agrees that if at any time an officer or responsible employee of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating Corporate Trust Department of First Security Bank, National Association, shall obtain Actual Knowledge that First Security Bank, National Association, has ceased to the Pledged Interests is accurate and complete in all material respects as be a Citizen of the date hereof; and United States without making use of a voting trust, voting powers agreement or similar arrangement, it will promptly resign as Owner Trustee (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of if and so long as such citizenship is necessary under the Federal Reserve Board Aviation Act as in effect at such time or, if it is not necessary, if and so long as the Owner Trustee's citizenship would have any material adverse effect on the Loan Participants, Lessee or any the Owner Participant), effective upon the appointment of a successor thereto as of the date hereof.Owner Trustee in accordance with Section 9.01

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Euro Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, Liens (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or as otherwise permitted pursuant to the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Euro Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Euro Collateral Agent in accordance with this Agreement, and subject to the completion of certain post-closing obligations described in Section 5.18(a)(ii) of the Credit Agreement, the Euro Collateral Agent will have obtain a valid and perfected first lien upon and security sec- urity interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Euro Collateral Agent, on behalf of the Secured Parties, the rights of the Euro Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) as of the Restatement Effective Date, the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests Capital Stock of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunderhereunder subject to release in accordance with the terms hereof; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent Company that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the Stock represents duly authorized, issued and outstanding shares of each class common stock, no par value, of the Equity Interests of the issuer with respect theretoGreka; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IISecurities, (ii) holds the same free and clear of all Lienssecurity interest and encumbrances, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien encumbrances on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent Company and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (security interests and other than the Lien created by this Agreement)encumbrances, however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority governmental authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Company in accordance with this AgreementAgreement or, if a security interest in any of such Collateral may not under applicable law be perfected by possession, then upon the filing of appropriate financing statements, the Collateral Agent Company will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured PartiesCompany, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are issued, is fully paid and nonassessablenonassessable and is in certificated form; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and; (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; and (j) the Collateral shall not be represented by any certificates, notes, securities, documents or other instruments other than those delivered hereunder.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all CollateralPledged Securities, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (dc) no consent of any other Person person (including stockholders or creditors of any Pledgor and Guarantorthe Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates notes or other documents representing or evidencing the Collateral Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (fe) upon delivery of the Pledged Securities to the Collateral Agent, the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral Pledged Securities as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (hf) all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and; (ig) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; (h) the Pledged Securities listed on Schedule I hereto constitute all of the Inebtedness owed by the Borrower and its Subsidiaries to the Pledgors and their Affiliates required to be pledged hereunder pursuant hereto and pursuant to the Credit Agreement. All of the Indebtedness owed by the Borrower and its Subsidiaries to the Pledgors and their Affiliates as of the Effective Date (other than the Pledged Securities) is subordinated to the Obligations; and (i) No Pledgor shall consent to any amendment, supplement or other modification of any of the terms or provisions contained in the Pledged Securities, other than any amendment, supplement or other modification which extends the date or reduces the amount of any required repayment or redemption and other than any amendment, supplement or other modification to the Senior Notes which: (a) is consummated without any condition precedent or subsequent remaining unsatisfied or unwaived prior to the six-month anniversary of the Effective Date in connection with a restructuring or exchange of the Borrower's Senior Subordinated Notes which reduces the Borrower's overall Indebtedness or interest costs, (b) converts the Senior Notes to Capital Stock (other than Disqualified Stock), which Capital Stock remains pledged to Collateral Agent pursuant to this Agreement and (c) no Default, Event of Default or Bankruptcy Event has occurred and is continuing or would arise as a result of such transactions under the Credit Documents.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all LiensLiens other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement and Section 4.14 of the Indenture, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto and in accordance with the Collateral Sharing Agreement, and (iv) subject to Section 5the Collateral Sharing Agreement, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited (unless such Collateral was previously deposited with the Collateral Agent) with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when upon delivery to the Collateral Agent of the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, and, in the case of the Pledged Securities not constituting certificated securities or instruments, the filing of UCC financing statements in the appropriate filing office, the Collateral Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and; (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; and (j) all Collateral consisting of Pledged Securities, certificates or other instruments or documents representing or evidencing the Collateral has been delivered to the Collateral Agent in accordance with Section 2.

Representations, Warranties and Covenants. Each Pledgor and Guarantor Grantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderto the Agent, such Pledgor and Guarantor each Grantor (i) is and and, subject to the provisions of the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IICollateral that it is pledging hereunder, (ii) subject to the provisions of Section 6.01 of the Credit Agreement, holds the same Collateral that it is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, (iii) will make no assignment, pledge, hypothecation hypothecation, or subject to the provisions of the Credit Agreement, transfer of, or create or permit to exist any security interest in or other Lien onin, the Collateral, other than pursuant heretoCollateral that it is pledging hereunder, and (iv) subject to Section 5, below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor a Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor each Grantor (i) has the power and good right an legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, (ii) will not amend, modify or supplement any Collateral without the prior written consent of the Agent, nor forgive any Indebtedness evidence by any Collateral, and (iiiii) will defend its title or interest thereto or therein against any and all Liens (attachments, Liens, claims encumbrances, security interests or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors each Grantor of this Agreement, when Agreement and the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreementdelivery of all Securities Collateral, the Collateral Agent will have obtain a valid and perfected lien first Lien upon and security interest in such Pledged Securities the Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only Secured Obligations, prior to the lien all other Liens and encumbrances thereon and security interest that comprise the Senior Security Interest)interests therein; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Agent the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (if) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of at the date hereof, the Initial Pledged Securities constitutes all of the issued and outstanding instruments, promissory notes and obligations of Great Lakes held by, or in favor of, a Grantor. All representations, warranties and covenants of the Grantors contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to Section 13 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) 4.1 the Pledged Interests Securities constituting shares of capital stock, limited liability membership interests or other ownership interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock or other equity interest of the issuer Issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation thereto as security for the payment or performanceset forth on Schedule I, as the case same may bebe supplemented, amended or otherwise modified from time to time in full accordance with the terms of the Revolver Obligations ( the "Senior Security Interest") and this Agreement; 4.2 except for the security interest granted hereunder, such and except as otherwise permitted in the Credit Agreement and the other Loan Documents, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, as the same may be supplemented, amended or otherwise modified from time to time in accordance with the terms of this Agreement, (ii) holds the same Pledged Collateral free and clear of all Liens, other than Permitted Encumbrances specified in clauses (a), (e), (i), (k), (l), (r) and (x) of the definition thereof, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien on, the Pledged Collateral, other than pursuant hereto, hereto and other than Permitted Encumbrances or in connection with a Permitted Disposition and (iv) subject to other than as permitted in Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor distributions in cash or otherwise, in kind made on the Pledged Collateral to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 4.3 except as expressly permitted under the Credit Agreement, the Pledgor will not consent to or approve the issuance of (a) any additional shares of any class of capital stock of any Issuer of the Pledged Securities, or the issuance of any membership or other ownership interest in any such Person, (b) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares or interests, or (c) any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares or interests; 4.4 the Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Encumbrances and the Lien created by this AgreementAgreement or the other Loan Documents), however arising, of all Persons whomsoever; (d) 4.5 except for consents or approvals already obtained, no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgor), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Security Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when and the Pledged Securitiesdelivery by the Pledgor to the ABL Collateral Agent, as agent for, among others, the Collateral Agent and the Secured Parties, or the Collateral Agent, of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent accompanied by stock powers or endorsements, as applicable, executed in blank in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (f) 4.7 the pledge effected hereby is effective to vest in the Collateral Agent, on its own behalf and on behalf of the other Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; (g) 4.8 all of the Pledged Interests Securities have been duly authorized and validly issued and and, to the extent applicable, are fully paid and nonassessable; (h) 4.9 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge 4.10 none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, Liens (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant heretohereto or as otherwise permitted by the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such the Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, and subject to the completion of certain post-closing obligations described in Section 5.18(a)(ii) of the Credit Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Grantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIStock and the payee of the Pledged Debt that it is pledging hereunder except for the delivery and endorsement over of the Collateral to the Agent as contemplated hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all LiensLiens of every kind and nature, except for the Lien in favor of the Agent granted pursuant to this Agreement, and the Pledged Stock is subject to no options to purchase or any similar or other rights of any person, (iii) except as permitted under the Amended Credit Agreement, will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien onin, the CollateralCollateral including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 55 below, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the power and authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated contemplated, and (ii) will defend its title or interest thereto or therein against any and all Liens (attachments, Liens, claims or other than the Lien created by this Agreement)impediments of any nature, however arising, of all Persons persons whomsoever; (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected lien first Lien upon and security interest in such Pledged Securities Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only Secured Obligations, prior to the lien and security interest that comprise the Senior Security Interest)all other Liens thereon or therein; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Agent the rights of the Collateral Agent in the Collateral as set forth herein;; and (gf) all of the Initial Pledged Interests have Stock has been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of at the date hereof; and (i) , the pledge Initial Pledged Stock constitutes all of the Pledged Interests issued and outstanding shares of capital stock of Millbrook listed on Schedule I annexed hereto. All representations, warranties and covenants of the Grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 15 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby The Borrower represents, warrants (each of which such representations and covenantswarranties shall be deemed repeated upon the making of a request for a Credit Advance and made as of the time of each Credit Advance made hereunder), as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent covenants that: (a) The Borrower is a corporation duly organized and validly existing under the Pledged Interests represent that percentage as set forth on Schedule II laws of the issued State of Delaware and outstanding shares of each class duly qualified and in good standing in every other state or jurisdiction in which the nature of the Equity Interests of the issuer with respect theretoBorrower's business requires such qualification; (b) except for the prior lien execution, delivery and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full performance of the Revolver Obligations ( the "Senior Security Interest") this Agreement and the security interest granted hereunderAncillary Agreements, such Pledgor and Guarantor if any, (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIhave been duly authorized, (ii) holds are not in contravention of the same free Borrower's certificate of incorporation or by-laws; and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, are within the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunderBorrower's corporate powers; (c) such Pledgor this Agreement and Guarantor (i) has the power Ancillary Agreements, if any, executed and authority to pledge delivered by the Collateral Borrower are the Borrower's legal, valid and binding obligations, enforceable in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoeveraccordance with their terms; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity extent required under the Silver Point Credit Agreement, the operation of the pledge effected herebyBorrower's business is and will continue to be in compliance in all material respects with all applicable federal, state and local laws, including, but not limited to, all applicable environmental laws and regulations; (e) by virtue of to the execution and delivery by extent required under the Pledgors and Guarantors of this Silver Point Credit Agreement, it will pay or discharge when the Pledged Securitiesdue all taxes, certificates assessments and governmental charges or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien levies imposed upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)it; (f) the pledge effected hereby is effective it will not (i) create, incur, assume or suffer to vest exist any indebtedness (other than in the Collateral Agentordinary course); (ii) declare, pay or make any dividend or distribution on behalf any shares of the Secured Parties, the rights common stock or preferred stock of the Collateral Agent Borrower or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock of the Borrower; or (iii) make advances, loans or extensions of credit to any Person; provided, however, in each the case of (i), (ii) or (iii), other than as provided herein or in the Collateral as set forth herein;Silver Point Credit Agreement or the Amended Loan Agreement; and (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests extent required under the Silver Point Credit Agreement, it shall at its own cost and expense in amounts and with carriers as is accurate and complete currently in all material respects as of place on the date hereof; and of this Agreement, it shall (i) keep all its insurable properties and properties in which it has an interest insured against the pledge hazards of the Pledged Interests pursuant to this Agreement does not violate Regulation Tfire, U or X of the Federal Reserve Board or any successor thereto flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as of is currently in place on the date hereofof this Agreement; (ii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; and (iii) maintain all such worker's compensation or similar insurance as may be required under the laws of any state or jurisdiction in which the Borrower is engaged in business.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Grantor hereby represents, warrants and covenants, covenants as to itself and the Collateral pledged by it hereunder, hereunder to and with the Collateral Agent Trustee that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien hypothecs granted to the Trustee and security interest granted Liens permitted under the Revolving Loan Documentation as security for Indenture, the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Grantor (i) is and and, subject to the provisions of the Indenture, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIStock that it is pledging hereunder, (ii) holds the same Collateral that it is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, and (iii) will make no assignment, pledge, hypothecation or or, subject to the provisions of the Indenture, transfer of, grant any option or similar right with respect to, or create or permit suffer to exist any security interest in or other Lien onin, the CollateralCollateral (or any part thereof) that it is pledging hereunder including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Stock with respect thereto, and (iv) subject to Section 55 below and the Intercreditor Agreement, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor the Grantor or otherwise, to be forthwith deposited with the Collateral Agent Trustee and pledged or assigned hereunder; (cb) such Pledgor and Guarantor the Grantor (i) has the requisite power and authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement)Liens, however arising, of all Persons whomsoeverwhomsoever (other than the Liens permitted by the Indenture); (dc) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval not obtained of any Governmental Authority governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge and Hypothec effected hereby; (ed) by virtue of the execution and delivery by the Pledgors and Guarantors Grantor of this Agreement, when the Pledged Securitiescertificates, certificates instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Trustee in accordance with this Agreement, the Collateral Agent Trustee will have obtain a valid and perfected lien upon and security interest hypothec in such Pledged Securities Collateral as security for the payment and performance repayment of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Secured Obligations; (fe) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Trustee the rights of the Collateral Agent Trustee in the Collateral as set forth herein; (gf) all of the Pledged Interests have Stock has been duly authorized and validly issued and are fully paid as at the date hereof, the Initial Pledged Stock constitutes 50% of the issued and nonassessableoutstanding shares of the capital stock of CCM; (hg) the Grantor shall pledge hereunder, immediately upon its acquisition (directly of indirectly) thereof, any and all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as shares of the capital of any Person that, after the date hereof; and (i) the pledge of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of the Pledged Interests Grantor. All representations, warranties and covenants of the Grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date Section 14 hereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby Meisxxxxx xxxeby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Company that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderto the Company and as contemplated by the obligations and agreements of Meisxxxxx xxxer the Separation Agreement and the Voting Agreement, such Pledgor and Guarantor including, without limitation, the obligation of Meisxxxxx xx surrender Pledged Securities to the Company as contemplated by Section 15 of the Separation Agreement, Meisxxxxx (ix) is and and, subject to the provisions hereof, will at all times continue to be the direct owner, owner beneficially and of record, record of the Pledged Securities indicated on Schedule IIhe is pledging hereunder, (ii) holds the same Collateral that he is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, and the Pledged Securities are not subject to any options to purchase or any similar or other rights of any person or entity, (iii) will make no assignment, pledge, hypothecation or sale, hypothecation, transfer of, or create or permit to exist any security interest in in, or other grant any Lien onin, the CollateralCollateral that he is pledging (or will pledge) hereunder including, other than pursuant heretowithout limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Security with respect thereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or Meisxxxxx xx otherwise, to be forthwith deposited with the Collateral Agent Company and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done ; provided that Meisxxxxx xxx sell, transfer, dispose or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when surrender the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered solely to the Collateral Agent extent that (a) Meisxxxxx xx permitted to do so under Section 5 of the Separation Agreement and such transaction is accomplished in compliance with the Separation Agreement, (b) the transaction is accomplished in accordance with the Voting Agreement, and (c) the proceeds from such sale, transfer, disposition or surrender, are applied as required pursuant to the Note; provided, further, that Meisxxxxx xxx transfer the Pledged Securities when required by Section 15 of the Separation Agreement and/or Section 4.3 of the Voting Agreement (but only if the proceeds from such transfer are applied in accordance with this Agreement, the Collateral Agent will have a valid Separation Agreement, the Voting Agreement and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security InterestNote); (fb) Meisxxxxx (x) has good right and legal authority to pledge the pledge effected hereby Collateral he is effective to vest pledging hereunder in the Collateral Agentmanner hereby done or contemplated, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (gii) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does will not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.amend,

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent that percentage as Stock represents the percentages set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect theretorespective issuers of such Pledged Stock; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons persons whomsoever; (d) no consent of any other Person person (including stockholders or creditors of any Pledgor and Guarantorsuch Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this AgreementAgreement or, if a security interest in any of such Collateral may not under applicable law be perfected by possession, then upon the filing of appropriate financing statements, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are issued, is fully paid and nonassessablenonassessable and is in certificated form; (h) all information set forth herein relating to the Pledged Interests Stock is accurate and complete in all material respects as of the date hereof; and; (i) the pledge of the Pledged Interests Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof; and (j) the Collateral shall not be represented by any certificates, notes, securities, documents or other instruments other than those delivered hereunder.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Borrower hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent Lender that: (a) 4.1 the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock, membership interest or other equity interest of the issuer Issuer with respect theretothereto as set forth on Schedule I; (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor except as otherwise permitted in the Loan Agreement and the other Loan Documents, the Borrower (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all LiensEncumbrances, other than Encumbrances in favor of the Lender, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in in, or other Lien Encumbrance on, the Pledged Collateral, other than pursuant hereto, and (iv) subject to other than as permitted in Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor distributions in cash or otherwise, in kind made on the Pledged Collateral to be forthwith deposited with the Collateral Agent Lender and pledged or assigned hereunder; (c) such Pledgor and Guarantor 4.3 the Borrower (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens Encumbrances (other than Encumbrances in favor of the Lien created by this AgreementLender), however arising, of all Persons whomsoever; (d) 4.4 except for consents or approvals already obtained, no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) such Borrower), and no consent or approval of any Governmental Authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement; (e) 4.5 by virtue of the execution and delivery by the Pledgors and Guarantors Borrower of this Agreement, when and the Pledged Securities, delivery by the Borrower to the Lender of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent Lender will have obtain a valid and perfected lien upon first priority Encumbrance upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Liabilities; (f) 4.6 the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Lender the rights of the Collateral Agent Lender in the Pledged Collateral as set forth herein; (g) 4.7 all of the Pledged Interests Securities have been duly authorized and validly issued and and, to the extent applicable, are fully paid and nonassessable; (h) 4.8 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and (i) the pledge 4.9 none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) 4.1 the Pledged Interests Securities represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests capital stock or other equity interest of the each issuer with respect theretothereto as set forth on Schedule I; (b) 4.2 except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such and except for the security interest granted to the Term Loan Agent, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III, (ii) holds the same Pledged Collateral free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateralliens, other than Permitted Liens permitted pursuant heretoto Section 6.4 of the Loan Agreement and Liens in favor of the Agent and the Term Loan Agent, which Permitted Liens have priority over the Liens in favor of the Agent only to the extent permitted under Section 6.1(c) of the Loan Agreement, and (iviii) subject to Section 56, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, Pledged Collateral to be forthwith deposited with the Collateral Agent (or the Term Loan Agent, as applicable) and pledged or assigned hereunder; 4.3 the Pledgor will not consent to or approve the issuance of (a) any additional shares of any class of capital stock of any issuer of the Pledged Securities, or the issuance of any membership or other ownership interest in any such Person, (b) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares or interests, or (c) any warrants, options, rights, or other commitments entitling any Person to purchase or otherwise acquire any such shares or interests; 4.4 the Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens having priority over the Liens of the Agent pursuant to Section 6.1(c) of the Loan Agreement and the Lien created by this AgreementAgreement or the other Loan Documents), however arising, of all Persons whomsoever; (d) 4.5 no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) the Pledgor), and no consent or approval of any Governmental Authority governmental authority or any securities exchange exchange, was or is necessary to the validity of the pledge effected herebyhereby or to the disposition of the Pledged Collateral upon an Event of Default in accordance with the terms of this Agreement and the Loan Agreement; (e) 4.6 by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when and the Pledged Securitiesdelivery by the Pledgor to the Term Loan Agent as agent and bailee for the Agent in accordance with the Intercreditor Agreement, of the stock certificates or other certificates or documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with the terms of this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon upon, and security interest in such in, the Pledged Securities Collateral as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) 4.7 the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured PartiesLenders, subject to the Intercreditor Agreement, the rights of the Collateral Agent Pledgor in the Pledged Collateral as set forth herein; (g) 4.8 all of the Pledged Interests Securities have been duly authorized and validly issued and are fully paid and nonassessable; (h) 4.9 all information set forth herein relating to the Pledged Interests Collateral is accurate and complete in all material respects as of the date hereof; and. (i) the pledge 4.10 none of the Pledged Interests pursuant to this Agreement does not violate Securities constitutes margin stock, as defined in Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any successor thereto as of the date hereofSystem.

Representations, Warranties and Covenants. Each Pledgor represents and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and covenants with the Collateral Agent Bank that: (a) the Pledged Interests represent that percentage as set forth on Schedule II The Collateral is owned by Pledgor free and clear of the issued any security interests, liens, encumbrances, options or other restrictions created by Pledgor, except those to and outstanding shares in favor of each class of the Equity Interests of the issuer with respect thereto;Bank pursuant hereto. (b) except for Pledgor has full power and authority to create a first lien on the prior lien Collateral in favor of Bank and security interest granted under no disability or contractual obligation exists that would prohibit Pledgor from pledging the Revolving Loan Documentation as security for the payment or performanceCollateral pursuant to this Agreement, as the case may beand Pledgor will not assign, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any other claim to, lien or encumbrance upon, or security interest in or other Lien on, any of the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;. (c) The Collateral is not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Pledgor knows of no reasonable grounds for the institution of any such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;proceedings. (d) no consent Pledgor shall not transfer, encumber, dispose of, withdraw, or otherwise direct the payment of any other Person (including stockholders proceeds, interest, or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary amounts payable with respect to the validity Collateral for so long as it is subject to this Agreement. In furtherance of the pledge effected hereby;foregoing, Pledgor hereby acknowledges and agrees that Bank may place a “hold” on, and completely restrict Pledgor’s access to, any account of Pledgor at Bank that constitutes Collateral hereunder. (e) Pledgor delivers this Agreement based solely on Pledgor’s independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by virtue Bank. Pledgor assumes full responsibility for obtaining any further information concerning Borrower’s financial condition, the status of the execution Indebtedness or any other matter which Pledgor may deem necessary or appropriate now or later. Pledgor waives any duty on the part of Bank, and delivery agrees that Pledgor is not relying upon nor expecting Bank to disclose to Pledgor any fact now or later known by the Pledgors and Guarantors of this AgreementBank, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein whether relating to the Pledged Interests is accurate and complete in all material respects as operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the date hereof; and (i) Indebtedness, the pledge occurrence of any default with respect to the Pledged Interests pursuant to this Agreement does not violate Regulation TIndebtedness, U or X of the Federal Reserve Board otherwise, notwithstanding any effect such fact may have upon Pledgor’s risk or any successor thereto as of the date hereof.Pledgor’s rights against

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Securities Collateral pledged by it hereunder, to and with the each Collateral Agent that: (a) as of the date hereof the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be as of the date hereof the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same Pledged Securities free and clear of all Liens, other than the Liens created hereunder, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Securities Collateral, other than pursuant heretohereto or in accordance with the Credit Agreement, and (iv) subject to Section 2 and Section 5, will cause any and all Securities Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) except as set forth in the proviso to Section 1(a)(i), the Pledged Stock and Pledged Securities set forth on Schedule II constitute all of the securities owned by such Pledgor and Guarantor that are not included in the definition of Collateral under the Security Agreement; (d) such Pledgor (i) has the power and authority to pledge the Securities Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of (i) the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Securities Collateral are delivered to the Collateral Agent in accordance with this AgreementAgreement or (ii) in the case of uncertificated Equity Interests, the filing of a UCC financing statement or its equivalent in other jurisdictions, each Collateral Agent will have obtain a valid and perfected lien upon and security interest in such Pledged Securities under New York law and/or any other applicable jurisdiction as security for the payment and performance of the Indenture Obligations (Obligations, subject only to no Liens other than the lien and security interest that comprise the Senior Security Interest)liens created hereunder or Permitted Liens which arise by operation of law; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf all of the Secured PartiesPledged Stock issued by any Pledgor has been duly authorized and validly issued and is fully paid and to the extent applicable, the rights of the Collateral Agent in the Collateral as set forth hereinnonassessable; (g) all of the Pledged Interests Debt Securities issued by any Pledgor have been duly authorized authorized, executed and validly issued delivered and are fully paid and nonassessable;the enforceable obligations of the issuer thereof; and (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each Pledgor hereby covenants with, and Guarantor hereby representsrepresents and warrants to, warrants and covenantsPledgee, as follows: (a) Each Pledgor has the full power and authority to itself acquire, own and pledge that portion of the Equity Interests relating to its ownership interests in the Pledged Entities and to execute and deliver and perform its obligations hereunder. (b) The execution and delivery by each Pledgor of this Agreement, each Pledgor's performance of its respective obligations hereunder and the creation of the security interests and liens provided for in this Agreement have been duly authorized by all requisite action on the part of each Pledgor, including the consent of any Person where required, and will not violate any provision of law, any order of any court or other Governmental Authority, the Governing Documents, or any indenture, agreement or other instrument to which any Pledgor is a party, or by which any Pledgor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Agreement, result in the creation or imposition of any lien, of any nature whatsoever upon any of the property or assets of any Pledgor pursuant to any such indenture, agreement or instrument. No Pledgor is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority or other agency in connection with or as a condition to the execution, delivery or performance of this Agreement. (c) Each Pledgor owns the percentage equity interest (each such equity interest referred to herein as a "CURRENT EQUITY INTEREST") in the Pledged Entities set forth under each Pledgor's names on SCHEDULE 2 annexed hereto and made a part hereof pursuant to the terms of each Governing Document, and, except as permitted by the Credit Agreement, will at all times hereafter during the term of this Agreement continue to hold its Current Equity Interest in each of the Pledged Entities. No Pledgor has any outstanding options or rights or other agreements to sell or otherwise transfer all or any portion of its respective Equity Interest (or any Additional Equity Interests). In the event that (i) any Pledgor acquires an Additional Equity Interest or (ii) in accordance with the terms of this Agreement any Pledgor transfers all or any portion of any Equity Interest (or Additional Equity Interests), Pledgors agree to enter into an amendment to this Agreement modifying SCHEDULE 2 hereof to account for such change and, in the case of clause (i) above, Pledgors shall provide Pledgee with notice thereof immediately upon any such acquisition. (d) Pledgors will defend Pledgee's right, title and interest in and to the Equity Interests and any Additional Equity Interests and in and to the Collateral pledged by it hereunder, to pursuant hereto and with in which it has granted a security interest pursuant hereto against the Collateral Agent that:claims and demands of all other Persons. (ae) Each Pledgor is the Pledged Interests represent that percentage as set forth on Schedule II legal and beneficial owner of the issued and outstanding shares of each class of has good title to the Equity Interests of relating to its ownership interest in the issuer with respect thereto; (b) except for Pledged Entities and in and to the prior lien and Collateral in which it has granted a security interest granted under the Revolving Loan Documentation as security for the payment or performancepursuant hereto, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liensclaims or security interests of every nature whatsoever, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit except the security interests as are created pursuant to exist any this Agreement. Each Pledgor has the unqualified right to pledge and grant a security interest in or other Lien on, the Collateral, other than pursuant hereto, same (and (iv) subject to Section 5, will cause any and all Collateraltransfer the same, whether for value paid by such Pledgor and Guarantor pursuant to foreclosure or otherwise, to be forthwith deposited with ) as herein provided without the Collateral Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of other than any Pledgor such consent that has been obtained and Guarantor) and there are no consent or approval of any Governmental Authority or any securities exchange was or is necessary to restrictions upon the validity exercise of the pledge effected hereby;voting rights associated with, or the transfer of, any of the Pledged Stock. (ef) The Equity Interests have been validly acquired by virtue of Pledgors and are duly and validly pledged hereunder. All consents and approvals required for the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been obtained. (g) Each Pledgor agrees that it will not mortgage, encumber, pledge or grant a security interest in, any of the Collateral or any interest therein, or suffer or permit any of the same to occur or exist, except as expressly permitted in this Agreement or the Credit Agreement, and any mortgage, pledge, encumbrance or security interest whatsoever made in violation of this covenant shall be a nullity and of no force and effect, and upon demand of Pledgee, shall forthwith be canceled or satisfied by an appropriate instrument in writing. Any sale, assignment or transfer of the Collateral shall be made in accordance with the provisions of the Credit Agreement. Without limiting the generality of the foregoing, Pledgors will, within thirty (30) days after Pledgors have actual notice thereof, discharge or cause to be discharged as a lien of record by payment or filing of the bond required by law, or otherwise, any judgment, tax or other involuntary liens filed or otherwise asserted against the Collateral, and Guarantors any proceedings for the enforcement thereof; PROVIDED, HOWEVER, so long as no Event of Default shall have occurred and be continuing here under, Pledgors shall have the right to contest in good faith and with reasonable diligence the validity of any such judgment, liens or tax or other such involuntary liens upon the filing of such bond or, if no such bond is required by law to be filed, establishing reserves in accordance with GAAP. If Pledgors fail to so discharge or bond or contest liens in the manner provided above, then Pledgee may, but shall not be required to, procure the release and discharge of any such lien and any judgment or decree thereon, and in furtherance thereof may effect any reasonable settlement or compromise or furnish any security or indemnity as may be required. Pledgors shall reimburse Pledgee, upon demand, for any reasonable amounts expended by Pledgee in connection with the provisions of this Paragraph (g), and all amounts expended by Pledgee hereunder shall be secured by this Agreement. In settling, compromising or arranging for the discharge of any liens under this Paragraph (g), Pledgee shall not be required to establish or confirm the validity or amount thereof. (h) The chief executive office of each Pledgor, and the principal place where the records of each Pledgor concerning the Collateral are kept, is 225 Broadhollow Road, Melville, New York 11747. No Pledgor shall chxxxx xxxx xxxxx xxxxxxxxx xxxxxx xx xxxxxe such records unless such Pledgor shall provide Pledgee with written notice thereof within fifteen (15) days after such change (but in any event, within the period required pursuant to the Code) and there shall have been taken such action, satisfactory to Pledgee, as may be necessary to maintain the security interest of Pledgee hereunder at all times fully perfected and in full force and effect. No Pledgor shall change its name unless such Pledgor shall have given Pledgee written notice thereof within fifteen (15) days after such change (but in any event, within the period required pursuant to the Code) and shall have taken such action, satisfactory to Pledgee, as may be necessary to maintain the security interest of Pledgee in the Collateral granted hereunder at all times fully perfected and in full force and effect. (i) Giving effect to the aforesaid grant and assignment to Pledgee, Pledgee has, as of the date of this Agreement, when and as to Collateral acquired from time to time after the Pledged Securitiesdate hereof, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreementshall have, the Collateral Agent will have a valid valid, perfected and perfected continuing first priority lien upon and security interest in such Pledged Securities as security for the payment and performance Collateral; PROVIDED, HOWEVER, that no representation or warranty is made with respect to the perfected status of the Indenture Obligations (subject only security interest of Pledgee in the proceeds of Collateral consisting of "cash proceeds" or "non-cash proceeds" as defined in the Code except if, and to the lien and security interest that comprise extent, the Senior Security Interest); (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf provisions of Section 9-306 of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereofCode shall be complied with.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Administrative Agent that: (a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Administrative Agent and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Administrative Agent in accordance with this Agreement, the Collateral Administrative Agent will have a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Administrative Agent, on behalf of the Secured Parties, the rights of the Collateral Administrative Agent in the Collateral as set forth herein; (g) all of the Pledged Interests issued by the Borrower or any Subsidiary Pledgor have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

Representations, Warranties and Covenants. Each The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Secured Party that: (a) the Pledgor has acquired the Pledged Interests represent Stock pledged by it hereunder for value and without notice of any adverse claim to the Pledged Stock; the Pledged Stock includes that percentage as set forth on Schedule II I of the issued and outstanding shares of each class of the Equity Interests equity interests of Elk; and all the shares of the issuer with respect theretoPledged Stock have been duly authorized and validly issued and are fully paid and non-assessable; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor Pledgor: (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, I; (ii) holds and will so hold the same free and clear of all Liens (other than Permitted Liens) and of all other rights or options in favor of, or claims of, any other person; (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateralcertificates, whether for value paid by such Pledgor and Guarantor instruments or otherwise, other documents representing or evidencing Collateral to be forthwith deposited with the Collateral Agent Secured Party and pledged or assigned hereunder; (c) such Pledgor and Guarantor the Pledgor: (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated contemplated; and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement)Agreement and Permitted Liens) and claims, however arising, of all Persons whomsoeverany Person; (d) no consent of any other Person person (including the stockholders or creditors of any Pledgor and Guarantorthe Pledgor) and no consent or approval of any [Governmental Authority (other than the Small Business Administration)] or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent Secured Party in accordance with this Agreement, the Collateral Agent Secured Party will have obtain a valid valid, legal and perfected lien first priority Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to and the lien covenants hereunder, free and security interest that comprise the Senior Security Interest)clear of all Liens or other adverse claims; (f) the pledge and security interest effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Party the rights of the Collateral Agent in the Collateral as set forth contemplated herein; (g) all this Agreement is the legal, valid and binding obligation of the Pledged Interests have been duly authorized Pledgor and validly issued and are fully paid and nonassessableis enforceable against the Pledgor in accordance with its terms; (h) all information set forth herein relating if the Pledgor shall become entitled to receive or shall receive any stock certificate (including without limitation any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of any capital or any certificate issued in connection with any reorganization), option or rights in respect of equity interests of Elk, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly endorsed by the Pledgor to the Secured Party and accompanied by such stock powers and proxies as provided in Section 4 below, to be held by the Secured Party, subject to the terms hereof, as additional Collateral for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of the Elk shall be paid over to the Secured Party to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Interests is accurate and complete in all material respects as Securities pursuant to the recapitalization or reclassification of the date hereofcapital of any Elk or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured Party, be delivered to the Secured Party to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Secured Party, hold such money or property in trust for the Secured Party, segregated from other funds of the Pledgor, as additional collateral security for the Obligations; and (i) the pledge Pledgor will not: (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or proceeds thereof; (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any person with respect to, any of the Pledged Interests pursuant to Securities or proceeds thereof, or any interest therein, except for the security interests created by this Agreement does not violate Regulation T, U Agreement; or X (iii) enter into any agreement or undertaking restricting the right of the Federal Reserve Board Pledgor or the Secured Party to sell, assign or transfer any successor thereto as of the date hereofPledged Securities or proceeds thereof.

Representations, Warranties and Covenants. Each Pledgor and Guarantor The Debtor hereby represents, warrants and covenants, covenants as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent thatfollows: (a) The Debtor's chief executive office and the Pledged Interests represent that percentage as set forth on Schedule II of place where its records concerning the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto;Collateral are kept is located at 000 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000. (b) except for The Debtor is the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full sole owner of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunderCollateral, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liensany liens, mortgages, security interests, pledges, charges or encumbrances of any kind or nature whatsoever (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien oncollectively, the Collateral, other than pursuant hereto, and (iv"Liens") subject except as may be granted to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;Secured Parties herein. (c) such Pledgor and Guarantor (i) has the power and authority to pledge No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;recording office. (d) no consent The Debtor shall give the Secured Parties at least thirty (30) days' prior written notice of any other Person (including stockholders change in the Debtor's name, trade style or creditors the location of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;its chief executive office. (e) by virtue The Debtor shall, at its own expense, keep the Collateral free of all Liens except the security interest of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);Secured Parties. (f) the pledge effected hereby is effective to vest in the Collateral AgentThe Debtor shall not, on behalf of the Secured Partiesdirectly or indirectly, the rights sell, transfer or otherwise dispose of the Collateral Agent or any interest therein, except in the Collateral as set forth herein;ordinary course of its business. (g) all The Debtor shall not remove any of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable;Equipment from 000 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000. (h) The Debtor shall at all information set forth herein relating to times keep the Pledged Interests is accurate Equipment in good operating condition and complete in all material respects as of the date hereof; andrepair. (i) The Debtor will furnish to the pledge Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Parties may reasonably request, all in reasonable detail. (j) Following the closing under the Purchase Agreement, the Debtor will from time to time pay or cause to be paid all Liens, taxes, assessments and governmental charges levied, assessed or imposed upon any of the Pledged Interests pursuant Collateral, unless and to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of extent only that the date hereofsame shall be contested in good faith and by appropriate proceedings by the Debtor.

Representations, Warranties and Covenants. Each Pledgor The Pledgors, jointly and Guarantor hereby representsseverally, warrants represent, warrant and covenants, as to itself and the Collateral pledged by it hereunder, covenant to and with the Collateral Agent Agent, for the ratable benefit of the Secured Parties, that: (a) Schedule I correctly and completely sets forth the name and jurisdiction of each Pledged Interests Issuer, and the ownership interest (including percentage owned and number of shares or units) of each Pledgor in, the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect theretoStock; (b) each Pledgor has good and valid title to and is the legal and beneficial owner of the Pledged Collateral and has full power and authority to grant to the Collateral Agent the Lien in such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained; (c) the Pledged Stock has been duly and validly authorized and issued by Pledged Interests Issuers and is fully paid and nonassessable; (d) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest interests granted hereunder, such each Pledgor and Guarantor (i) is and and, subject to any transfers made in compliance with the Credit Agreement, will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities Collateral indicated on Schedule III as owned by such Pledgor, (ii) holds the same free and clear of all Liens, other than Liens described by clauses (b), (d), (e), (n), (u), (bb), (ff) and (hh) of Section 6.02 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant heretoLiens described by clauses (b), (d), (e), (u), (u), (bb), (ff) and (hh) of Section 6.02 of the Credit Agreement and (iv) subject to Section 5the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will cause will, at its own expense, take any and all Collateralactions necessary to defend title to the Pledged Collateral against all Persons and to defend the security interest of the Collateral Agent, whether for value paid the ratable benefit of the Secured Parties, in the Pledged Collateral against any Lien and the priority thereof against any Lien (other than Liens described by such Pledgor clauses (b), (d), (e), (n), (u), (bb), (ff) and Guarantor (hh) of Section 6.02 of the Credit Agreement); (e) except for restrictions and limitations imposed by the Loan Documents or otherwiseotherwise permitted to exist pursuant to the terms of the Credit Agreement, and to the extent applicable, laws of any applicable Foreign Jurisdiction with respect to Pledged Collateral pledged after the Closing Date and securities laws generally, (i) the Pledged Collateral (other than Pledged Collateral consisting of Equity Interests in any Ohio Joint Venture and the Double E Joint Venture) is and will continue to be forthwith deposited with freely transferable and assignable and (ii) none of the Pledged Collateral (other than Pledged Collateral consisting of Equity Interests in any Ohio Joint Venture and the Double E Joint Venture) is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and pledged or assigned remedies hereunder; (cf) such each Pledgor and Guarantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoevercontemplated; (dg) no consent except, to the extent applicable, for consents or approvals required by the laws of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and applicable Foreign Jurisdiction, no consent or approval of any Governmental Authority or Authority, any securities exchange or any other Person was or is necessary to for the validity of the pledge effected herebyhereby (other than such as have been obtained and are in full force and effect); (eh) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the any Pledged Securities, certificates or other documents representing or evidencing the Collateral Certificated Securities are delivered to the Collateral Agent (or the Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Secured Parties, in accordance with this Agreement, and, with respect to any other Pledged Collateral, upon the earlier of (i) the filing of one or more UCC financing statements with the Secretary of State (or equivalent office) of the jurisdiction of incorporation, organization or formation of each Pledgor or (ii) the taking of the actions to provide the Collateral Agent (or Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement, as applicable) with control as contemplated by Sections 3.02(b), 3.02(c) and 3.02(d), the Collateral Agent will have obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Certificated Securities and such other Pledged Collateral as security for the payment and performance of the Indenture Secured Obligations under the New York UCC, subject to Liens described by clauses (subject only to b), (d), (e), (n), (u), (bb), (ff) and (hh) of Section 6.02 of the lien and security interest that comprise the Senior Security Interest)Credit Agreement; (fi) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf for the ratable benefit of the Secured Parties, the rights of the Collateral Agent Pledgors in the Pledged Collateral as set forth herein, subject, to the extent applicable, to consents or approvals required by laws of any applicable Foreign Jurisdiction with respect to Pledged Collateral pledged after the Closing Date; (gj) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof, each interest in any limited liability company [(other than Grand River Gathering, LLC, a Delaware limited liability company)] or limited partnership that is Pledged Collateral (i) is not dealt in or traded on securities exchanges or in securities markets, (ii) is not an “investment company security” (as defined in Section 8-103(b) of the New York UCC) and (iii) does not provide, in the related limited liability company, partnership or operating agreement, certificates, if any, representing such Pledged Collateral or otherwise, that it is a security governed by Article 8 of the Uniform Commercial Code of any jurisdiction; and (ik) each Pledgor agrees that at any time, and from time to time, at the pledge expense of the Pledged Interests pursuant Borrower, such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request (but only to this Agreement does not violate Regulation Tthe extent such request is no more burdensome as any such request made by the Revolver Collateral Agent), U in order to perfect and protect any security interest granted or X purported to be granted hereby or to enable, subject to the terms and conditions of the Federal Reserve Board Intercreditor Agreement, the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral; and each Pledgor agrees that, upon the acquisition (or on any date that a Person directly owned by such Pledgor meets the description of a Subsidiary Loan Party or an Included Entity) after the date hereof by such Pledgor of any Pledged Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Pledged Collateral or any successor thereto part thereof as of required by the date hereofLoan Documents.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, covenants to and with the Collateral Agent Lender that: (a) Such Pledgor has taken all steps it deems necessary or appropriate to be informed on a continuing basis of changes or potential changes affecting the Pledged Interests represent Collateral (including rights of conversion and exchange, rights to subscribe, payment of dividends, reorganizations or recapitalization, tender offers and voting rights), and such Pledgor agrees that percentage as set forth on Schedule II no Lender shall have any responsibility or liability for informing such Pledgor of the issued and outstanding shares of each class of the Equity Interests of the issuer any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; (b) except for All of the prior lien and security interest granted under information herein or hereafter supplied to Lender by or on behalf of any Pledgor in writing with respect to the Revolving Loan Documentation as security for the payment Collateral is, or performance, as in the case may of information hereafter supplied will be, accurate and complete in full all material respects (c) Such Pledgor has acquired the Pledged Stock pledged by it hereunder for value and without notice of any adverse claim to the Pledged Stock; the Pledged Stock includes all the outstanding capital stock of the Revolver Obligations ( Issuer which is the "Senior Security Interest"issuer of such Pledged Stock; and all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable. (d) and Except for the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule IIpledged by it hereunder, (ii) holds and will so hold the same free and clear of all LiensLiens and of all other rights or options in favor of, or claims of, any other person other than Liens granted in connection with the Notes or the Senior Indebtedness, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien onin, the Collateral, other than pursuant hereto(iv) will cause all securities included within the Collateral to be certificated securities, and (ivv) subject to Section 5, will cause any and all Collateralcertificates, whether for value paid by such Pledgor and Guarantor instruments or otherwise, other documents representing or evidencing Collateral to be forthwith deposited with the Collateral Agent Lender and pledged or assigned hereunder; (c) such Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;. (e) by By virtue of the execution and delivery by the Pledgors and Guarantors such Pledgor of this Agreement, when Agreement and the delivery to Lender of the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered Stock to the Collateral Agent extent evidenced by a certificate (or the delivery to all Holders of the Pledged Stock of the notification/instruction referred to in accordance with this AgreementSection 2 hereof), the Collateral Agent Lender will have obtain a valid valid, legal and perfected lien upon and security interest in such Pledged Securities Stock as security for the payment and performance repayment of the Indenture Obligations Secured Obligations, free and clear of all Liens or other adverse claims (subject only to other than the lien Security Interests and security interest that comprise the Liens granted in connection with the Note or the Senior Security Interest);Indebtedness. (f) Schedule A to this Agreement (as amended in accordance with the terms hereof) is true and correct and complete in all material respects; without limiting the generality of the foregoing: (i) all the Pledged Stock (to the extent designated as such on Schedule A) are in certificated form, and, except to the extent registered in the name of Lender or its nominee pursuant to the provisions of this Agreement, are registered in the name of the applicable Pledgor; and (ii) the Pledged Stock as to each of the Issuers constitute at least the percentage of all the fully diluted issued and outstanding Equity Interests of such Issuer as set forth in Schedule A to this Agreement; (g) The pledge and security interest effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, Lender the rights of the Collateral Agent in the Collateral as set forth contemplated herein; (g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable;. (h) all information set forth herein Such Pledgor will cause each Issuer not to issue any stock or other equity securities unless such securities are issued in accordance with the terms of the Loan Documents and are concurrently pledged to the Lender hereunder. (i) This Agreement is the legal, valid and binding obligation of such Pledgor and is enforceable against such Pledgor in accordance with its terms. (j) If such Pledgor shall become entitled to receive or shall receive any stock certificate (including without limitation any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of any capital or any certificate issued in connection with any reorganization), option or rights in respect of capital stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Lender, hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender and accompanied by such stock powers and proxies as provided in Section 2 above, to be held by the Lender, subject to the terms hereof, as additional Collateral for the Secured Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Lender, be delivered to the Lender to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations. (k) Such Pledgor will not (1) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or proceeds thereof (except pursuant to a transaction, if any, expressly permitted by the Note), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any person with respect to, any of the Pledged Securities or proceeds thereof, or any interest therein, except for the security interests created by this Agreement or those created in connection with the Senior Indebtedness or (iii) enter into any agreement or undertaking restricting the right of such Pledgor or the Lender to sell, assign or transfer any of the Pledged Securities or proceeds thereof. (l) In the case of any Pledgor which is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Interests is accurate Securities issued by it and complete will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Lender promptly in all material respects as writing of the date hereof; andoccurrence of any of the events described in Section 3(j) above with respect to the Pledged Securities issued by it, and (iii) the terms of Section 5 hereof shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5 with respect to the Pledged Securities issued by it. (m) The Pledged Stock that are interests in general partnerships, limited partnerships or limited liability companies (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not have terms expressly providing that they are securities governed by Article 8 of the UCC, and (iii) are not investment company securities, and are not, therefore, “securities” governed by Article 8 of the UCC. (n) Neither the pledge of the Pledged Interests Collateral pursuant to this Agreement does not nor the extensions of credit represented by the Secured Obligations violate Regulation T, U or X of the Board of Governors of the Federal Reserve Board System. (o) Each direct Subsidiary of each Pledgor is an Issuer of Pledged Stock that has been pledged hereunder. (p) Each Pledgor shall perform each and every covenant in any of the Loan Documents applicable to such Pledgor; (q) Each Pledgor shall, at all times, keep at least one complete set of its records concerning substantially all of the Collateral pledged by Pledgor hereunder at each Pledgor’s respective chief executive office as set forth in Schedule B hereto, and not change the location of such chief executive office or of such records without giving Lender at least thirty (30) days prior written notice thereof; (r) Each Pledgor shall not permit any of the Issuers to: (i) authorize the amendment of or amend the governing documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the capital stock of such Issuer is governed by Article 8 of the UCC, or (ii) authorize the issuance of or issue certificates evidencing the capital stock of such Issuer that is a general partnership, limited partnership or limited liability company; (s) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any successor thereto as Holder relating to all or any part of the date hereofCollateral, deliver a copy of such notice, report or other communication to Lender as soon as possible, but in no event later than five (5) days following the receipt thereof by such Pledgor.

Representations, Warranties and Covenants. Each Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that: (a) the Pledged Interests represent Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto; (b) except for the prior lien and security interest granted under the Revolving Loan Documentation as security for the payment or performance, as the case may be, in full of the Revolver Obligations ( the "Senior Security Interest") and the security interest granted hereunder, such Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, Liens (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, or as otherwise permitted pursuant to the Credit Agreement and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; (c) such each Pledgor and Guarantor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (d) no consent of any other Person (including stockholders or creditors of any Pledgor and GuarantorPledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (e) by virtue of the execution and delivery by the Pledgors and Guarantors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest)Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein; (g) all of the Pledged Interests have Stock has been duly authorized and validly issued and are is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Interests Securities is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Interests Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.