Common use of Warranties; Further Assurances Clause in Contracts

Warranties; Further Assurances. The Pledgor warrants to the Lender that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstanding, the Pledgor: (i) shall not, without the express prior written consent of the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the Lender) and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents and warrants to the Lender that this Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.

Warranties; Further Assurances. The Pledgor Each Debtor warrants to the Lender Agent and ------------------------------ each Bank that: (a) the Pledgor such Debtor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderhereunder except for a lien in favor of Bank of America, National Association; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, ---------- fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than ---------- the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of ---------- capital stock issued and outstanding of such Issuer; (e) the Note will not be used by Pledgor Debtors have delivered the Collateral to Bank of America, National Association; and (f) the information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. ---------- So long as any of the Liabilities shall be outstandingoutstanding or any Commitment shall exist on the part of the Agent or any Bank with respect to the creation of any Liabilities, the Pledgor: each Debtor agrees that it (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) except for the lien of Bank of America National Association to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers, endorsements and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or any Bank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of such Debtor which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Each Debtor warrants to the Lender Administrative Agent and each Bank that: (a) the Pledgor such Debtor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any Commitment shall exist on the part of the Administrative Agent or any Bank with respect to the creation of any Liabilities, the Pledgor: each Debtor agrees that it (i) shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-re- filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Administrative Agent such stock powers, endorsements and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent or any Bank such information concerning the Collateral as the Administrative Agent or such Bank may from time to time reasonably request, and will permit the Administrative Agent or any Bank or any designee of the PledgorAdministrative Agent or any Bank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of such Debtor which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent for the benefit of each Bank that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Bank with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or such Bank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent, as to its Collateral, for the benefit of each Lender that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor’s Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than liens permitted under Section 10.8(a), (e) or (g) of the security interest created hereunder; Credit Agreement, (b) to the extent such Pledgor’s Collateral is represented by certificated securities, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the LenderAdministrative Agent, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option stock, limited liability company interests and other equity interests referred to in Section 2 Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid paid, if applicable, and non-assessable; and , as applicable, (d) as to each Issuer whose name appears in Schedule I opposite the proceeds name of such Pledgor, such Pledgor’s Collateral represents on the Applicable Date not less than the applicable percent (as shown in Schedule I) of the loan made by Lender under total shares or interests of capital stock or other equity interests issued and outstanding of such Issuer and (e) as of the Note will not be used by Applicable Date, the information contained in Schedule I opposite the name of such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingthis Agreement is in effect, the Pledgor: each Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock, or otherwise diminish or impair limited liability company interests and other equity interests of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of such Pledgor), (iii) will execute and warrants deliver to the Administrative Agent such stock powers and similar documents relating to such Pledgor’s Collateral, reasonably satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request, (iv) will furnish the Administrative Agent any Lender that this Agreement constitutes such information concerning such Pledgor’s Collateral as the legalAdministrative Agent or such Lender may from time to time reasonably request and (v) will, valid and binding obligation subject to the terms of the Credit Agreement, permit the Administrative Agent or any Lender or any representative of the Administrative Agent or such Lender, from time to time at reasonable times, during business hours and on reasonable prior notice (or at any time without notice during the existence of an Event of Default), to inspect, examine and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor’s Collateral, enforceable against and will, upon request of the Pledgor in accordance with its termsAdministrative Agent at any time when an Event of Default has occurred and is continuing, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Administrative Agent and each other Secured Party that: (a) the such Pledgor is (or at the time of any future delivery, Company Pledge Agreement 4 pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) assuming continuous possession by the Administrative Agent, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party which has not been obtained, made or taken, is required for (i) the grant by such Pledgor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Pledgor, (ii) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security interest), or (iii) the exercise by the Administrative Agent of its 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 the disposition of any portion of the securities pledged hereunder by laws affecting the offering and sale of securities generally; (d) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; (e) all Entity Interests referred to in Schedule III hereto are duly authorized, validly issued, fully paid and non-assessable; (f) no consent, approval, authorization, order, registration or qualification of or with any governmental agency or body or any court or any other Person is required for the sale of any of the Collateral in accordance with the provisions of this Agreement except for such as have been obtained or made and except as may be required in connection with the disposition of any portion of the securities pledged hereunder by laws affecting the offering and sale of securities generally; (g) as to each Issuer whose name appears in Schedule I hereto, the Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (h) as to each Issuer whose name appears in Schedule III hereto, the Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule III hereto) of the total Entity Interest of such Issuer, (i) the information contained in Schedule I hereto is true and accurate in all respects and reflects all equity interests owned by such Pledgor in any Borrower or any Restricted Subsidiary, except for any equity interests reflected on Schedule III hereto; (j) the information contained in Schedule II hereto is true and accurate in all respects, and reflects all indebtedness owed to such Pledgor by any member of the Financial Group; and (dk) the proceeds of information contained in Schedule III hereto is true and accurate in all respects and reflects all equity interests owned by the loan made by Lender under the Note will not be used by applicable Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardentities specified thereon. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Administrative Agent or any Secured Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall notnot (except as otherwise permitted pursuant to the Amended and Restated Credit Agreement), without the express prior written consent of the Lender Administrative Agent, (x) sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, purchase any Collateral which is pledged hereunder or (y) otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) as to each Issuer whose name appears on Schedule I hereto, except as otherwise permitted under the Amended and Restated Credit Agreement, shall continue to own and keep pledged hereunder not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (iii) as to each Issuer whose name appears on Schedule III hereto, except as otherwise permitted under the Amended and Restated Credit Agreement, shall continue Company Pledge Agreement 5 to own and keep pledged hereunder not less than the applicable percent (as shown in Schedule III hereto) of the total Entity Interest of such Issuer; (iv) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral including, without limitation, marking the Pledgor’s stock transfer books and records to reflect such security interest (free of all other liens, claims and rights of third parties whatsoever) ), to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (v) will execute and warrants deliver to the Lender that this Agreement constitutes Administrative Agent such stock powers, endorsements and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Administrative Agent, as the Administrative Agent may reasonably request; (vi) will upon the request of the PledgorAdministrative Agent, enforceable against upon the occurrence and during the continuance of an Event of Default, notify each issuer of the indebtedness pledged hereunder that such indebtedness is subject to the security interest granted hereunder; and (vii) will furnish the Administrative Agent or any other Secured Party with such information concerning the Collateral as the Administrative Agent or such other Secured Party may from time to time reasonably request, and will permit the Administrative Agent or any other Secured Party or any designee of the Administrative Agent or any other Secured Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to the Collateral as set forth in accordance with its termsSection 10.2 of the Amended and Restated Credit Agreement and will, except as enforceability may be limited by applicable bankruptcyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, insolvency, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Subject Collateral owned by it free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the Subject Collateral owned by it pursuant to this Agreement will create a validvalid first priority, perfected, first priority perfected security interest in the Subject Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities Obligations shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Lender, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Subject Securities pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Subject Collateral; and (ii) shall execute hereby consents to the filing of such Uniform Commercial Code financing statements and other documents (and to pay the costs of filing and recording or re-filing and re-recording rerecording the same in all public offices reasonably deemed necessary or appropriate by the LenderXxxxxx) and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Subject Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) will execute and warrants deliver to Lender such allonges, endorsements and similar documents relating to the Subject Collateral, reasonably satisfactory in form and substance to Lender, as Lender that this Agreement constitutes may reasonably request; and (iv) will furnish Lender such information concerning the legalSubject Collateral as Lender may from time to time reasonably request, valid and binding obligation will permit Lender or any designee of Lender, from time to time upon reasonable notice and during normal business hours to inspect, audit and make copies of and extracts from all records and all other papers in the Pledgorpossession of Pledgor which pertain to the Subject Collateral, enforceable against and will, upon request of Lender at any time after the Pledgor in accordance with its termsoccurrence of an Acceleration Event, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement deliver to Lender all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Administrative Agent, as to its Collateral, for the benefit of each Bank that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 SCHEDULE I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I opposite the proceeds name of such Pledgor, such Pledgor's Collateral represents on the date hereof not less than the applicable percent (as shown in SCHEDULE I) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by information contained in SCHEDULE I opposite the name of such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Bank with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall will not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute will deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor's Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of such Pledgor); (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Administrative Agent such stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the legalAdministrative Agent, valid as the Administrative Agent may reasonably request; and binding obligation (iv) will furnish the Administrative Agent or any Bank such information concerning such Pledgor's Collateral as the Administrative Agent or such Bank may from time to time reasonably request, and will permit the Administrative Agent or any Bank or any designee of the Administrative Agent or such Bank, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor's Collateral, enforceable against and will, upon request of the Pledgor in accordance with its termsAdministrative Agent at any time when a Default has occurred and is continuing, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Agent and each Lender that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in SCHEDULE I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSCHEDULE I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Lender with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Agent such stock powers and similar documents relating to the Collateral, satisfactory in form and substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Lender that this Agreement constitutes such information concerning the legalCollateral as the Agent or such Lender may from time to time reasonably request, valid and binding obligation will permit the Agent or any Lender or any designee of the PledgorAgent or any Lender, enforceable against from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the Pledgor in accordance with its termspossession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Collateral Agent for the benefit of each Benefited Party that: : (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement Agreement, together with stock or bond powers executed in blank, will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the LenderCollateral Agent, free of any adverse claimssubject to no prior lien or encumbrance; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable, and none of such shares is subject to any option to purchase or similar right of any Person; (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor's Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (e) the information contained in Schedule I hereto with respect to such Pledgor is true and accurate in all respects; (f) such Pledgor has not performed any acts which might prevent the Collateral Agent from enforcing any of the terms and conditions of this Agreement or would limit the Collateral Agent in any such enforcement; and (dg) such Pledgor is not a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the proceeds rights of any present or future holder of any of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve BoardCollateral with respect thereto. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without except as permitted by each of the Financing Agreements or with the express prior written consent of the Lender Collateral Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall not perform any acts which would prevent the Collateral Agent from enforcing any of the terms and conditions of this Agreement or would limit the Collateral Agent in any such enforcement; (iii) shall not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Collateral with respect thereto; (iv) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than the security interest hereunder and liens and claims permitted by each of the Financing Agreements) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (v) will execute and warrants deliver to the Lender that this Agreement constitutes Collateral Agent such stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the legalCollateral Agent, valid as the Collateral Agent may reasonably request; and binding obligation (vi) will furnish the Collateral Agent or any other Benefited Party such information concerning such Pledgor's Collateral as the Collateral Agent or such other Benefited Party may from time to time reasonably request, and will permit the Collateral Agent or any other Benefited Party or any designee of the Collateral Agent or such Benefited Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor's Collateral, enforceable against and will, upon request of the Pledgor in accordance with its termsCollateral Agent during the existence of a Default, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement Collateral Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent for ------------------------------ the benefit of each Benefited Party that: : (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free Agent for the benefit of any adverse claimsthe Benefited Parties; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are ---------- duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the ---------- date hereof not less than the applicable percent (as shown in Schedule I hereto) ---------- of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all ---------- respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without except as permitted by the Credit Agreement, the Term Loan Agreement and any Permitted Senior Secured Debt Agreement or with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any other Benefited Party such information concerning the Collateral as the Agent or such other Benefited Party may from time to time reasonably request, and will permit the Agent or any other Benefited Party or any designee of the PledgorAgent or any other Benefited Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent and each Lender Party that: (a) the applicable Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legalsole, beneficial direct, legal and equitable owner of the Collateral owned by such Pledgor free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderhereunder and under the other Loan Documents; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option equity ownership interests referred to in Section 2 SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in SCHEDULE I hereto) of the loan made total equity ownership interests issued and outstanding of such Issuer; (e) the information contained in SCHEDULE I hereto is true and accurate in all respects; (f) the equity ownership interests listed on SCHEDULE I hereto are the only equity ownership interests owned by Lender under the Note will not be used by applicable Pledgor in violation any direct or indirect Subsidiary or joint venture of Regulation U promulgated such Pledgor other than equity ownership interests (i) listed on Schedule II hereto; PROVIDED THAT, each Pledgor will hereafter pledge or take such other actions in respect of the equity ownership interests described on SCHEDULE II as are required by Section 4.15.4 of the Credit Agreement, and (ii) constituting publicly-traded securities acquired by such Pledgor for the purpose of obtaining information distributed by the Federal Reserve Boardissuer of such securities to its shareholders generally, provided that the market value of the securities described in this clause (ii) (1) did not exceed $10,000 of any individual issuer at the time the same were acquired by such Pledgor and (2) does not exceed $100,000 in the aggregate as of the date hereof; (g) each Pledgor has the right, subject to the provisions of the Loan Documents, (i) to vote the Collateral owned by it, and (ii) to pledge and grant a security interest in all or any part of the Collateral owned by it free of any Lien; and (h) each Pledgor has the right (subject, however, to the Securities Act of 1933, as amended, other applicable securities laws and/or the terms and provisions of the Loan Documents) to otherwise transfer all or any part of the Collateral owned by it free of any Lien. So long as any of the Liabilities (other than contingent indemnification obligations) shall be outstandingoutstanding or any commitment shall exist on the part of the Administrative Agent or any Lender Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the equity ownership interests of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute such Uniform Commercial Code authorizes Administrative Agent to file all financing statements statements, and other documents amendments thereto, deemed reasonably appropriate by Administrative Agent in connection with the perfection of a security interest in the Collateral owned by it (and will pay the costs cost of filing and recording or re-filing and re-recording the same in all public offices deemed reasonably necessary by Administrative Agent), and will, upon the request of Administrative Agent, execute such financing statements, and amendments thereto, and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral owned by it (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Administrative Agent such stock powers and similar documents relating to the Collateral owned by it, satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent or any Lender that this Agreement constitutes Party such information concerning the legalCollateral owned by it as the Administrative Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Administrative Agent or any Lender Party or any designee of the PledgorAdministrative Agent or any Lender Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Pledgors which pertain to the Collateral owned by it , except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to Secured Party and each of the Lender Noteholders that: (a) the Pledgor is (or at the time of any other future delivery, pledge, assignment or transfer thereof thereof, will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create creates a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsSecured Party; (c) all shares of stock issuable upon exercise of the option or ownership interests, membership interests and other equity interests and securities referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock or ownership interests, membership interests and other equity interests and securities issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities Secured Obligations shall be outstandingoutstanding or any commitment shall exist on the part of Secured Party or any of the Noteholders with respect to the creation of any Secured Obligations, the Pledgor: (i) shall not, without the express prior written consent of Secured Party or as permitted under the Lender Note Purchase Documents, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, purchase the stock or otherwise diminish or impair other equity interests of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute deliver all original stock or similar certificates relating to the Collateral to Secured Party and hereby authorizes Secured Party to file such Uniform Commercial Code financing statements and other documents (and Pledgor shall pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderSecured Party) and do such other acts and things, all as the Lender Secured Party may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoeverLiens whatsoever other than Permitted Liens) to secure the performance and payment of the Liabilities. Pledgor additionally represents Secured Obligations; (iii) will execute and warrants deliver to Secured Party such stock powers and similar documents relating to the Lender that this Agreement constitutes Collateral, satisfactory in form and substance to Secured Party, as Secured Party may reasonably request; and (iv) will permit Secured Party or any designee of Secured Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the legaloccurrence and continuation of an Event of Default), valid to inspect, audit and binding obligation make copies of and extracts from all records and all other papers in the possession of Pledgor which evidence the ownership of the PledgorCollateral, enforceable against and will, upon the Pledgor in accordance with its termsoccurrence and continuation of an Event of Default, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement deliver to Secured Party copies of creditors' rights generally or by equitable principles relating to enforceabilityall of such records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent and each Lender that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) assuming continuous possession by the Administrative Agent, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party which has not been obtained, made or taken is required, for (i) the grant by such Pledgor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Pledgor, (ii) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security interest), or (iii) the exercise by the Administrative Agent of its 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 the disposition of any portion of the securities pledged hereunder by laws affecting the offering and sale of securities generally; (d) all shares of stock issuable upon exercise of the option referred to in Section 2 are Schedule I hereto will be in certificated form, and will be duly authorized, validly issued, fully paid and non-assessable; (e) as to each Issuer whose name appears in Schedule I hereto, the Collateral represents not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (f) the information contained in Schedule I hereto is true and accurate in all respects and reflects all equity interests owned by such Pledgor in any entity organized in the United States; and (dg) the proceeds of information contained in Schedule II hereto is true and accurate in all respects, and reflects all indebtedness owed to such Pledgor from any Borrower or any Restricted Subsidiary organized in the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve BoardUnited States. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Administrative Agent or any Secured Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall notnot (except as otherwise permitted pursuant to the Amended and Restated Credit Agreement), without the express prior written consent of the Lender Administrative Agent, (x) sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or (y) sell, assign, exchange, pledge or otherwise transfer, encumber, release, or grant any right to purchase the Subsidiary Notes or Subsidiary Security Agreements of any Maker which is pledged hereunder, or (z) otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) as to each Issuer whose name appears on Schedule I hereto, shall continue to own and keep pledged hereunder not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (iii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iv) will execute and warrants deliver to the Lender that this Agreement constitutes Administrative Agent such stock powers, endorsements and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Administrative Agent, as the Administrative Agent may reasonably request; (v) will upon the request of the PledgorAdministrative Agent, enforceable against upon the occurrence and during the continuance of an Event of Default, notify each issuer of the indebtedness pledged hereunder that such indebtedness is subject to the security interest granted hereunder; and (vi) will furnish the Administrative Agent or any Secured Party such information concerning the Collateral as the Administrative Agent or such Secured Party may from time to time reasonably request, and will permit the Administrative Agent or any Secured Party or any designee of the Administrative Agent or any Secured Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to the Collateral as set forth in accordance with its termsSection 10.2 of the Amended and Restated Credit Agreement, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Collateral Agent for the benefit of each Secured Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement Agreement, together with stock or bond powers executed in blank, will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the LenderCollateral Agent, free of any adverse claimssubject to no prior lien or encumbrance; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable, and none of such shares is subject to any option to purchase or similar right of any Person; (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor's Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (e) the information contained in Schedule I hereto with respect to such Pledgor is true and accurate in all respects; (f) such Pledgor has not performed any act which might prevent the Collateral Agent from enforcing any of the terms and conditions of this Agreement or would limit the Collateral Agent in any such enforcement; and (dg) such Pledgor is not a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the proceeds rights of the loan made by Lender under the Note will not be used by Pledgor in violation any present or future holder of Regulation U promulgated by the Federal Reserve Boardany of such Pledgor's Collateral. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Secured Party with respect to the creation of any Liabilities, the Pledgor: (i) shall notno Pledgor shall, without except as permitted by each of the Secured Instruments or with the express prior written consent of the Lender Collateral Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) no Pledgor shall perform any act which would prevent the Collateral Agent from enforcing any of the terms and conditions of this Agreement or would limit the Collateral Agent in any such enforcement; (iii) no Pledgor shall become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Collateral with respect thereto; (iv) each Pledgor shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than the security interest hereunder and liens and claims permitted by each of the Secured Instruments) to secure the performance and payment of the such Pledgor's Liabilities. ; (v) each Pledgor additionally represents shall execute and warrants deliver to the Lender that this Agreement constitutes the legal, valid Collateral Agent such stock powers and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles documents relating to enforceabilitysuch Pledgor's Collateral, satisfactory in form and substance to the Collateral Agent, as are necessary to perfect the Collateral Agent's interest in the Collateral or as the Collateral Agent may reasonably request; (vi) each Pledgor shall furnish the Collateral Agent such information concerning such Pledgor's Collateral as the Collateral Agent, may from time to time reasonably request, and will permit the Collateral Agent or any Person designated by the Collateral Agent from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records in the possession of such Pledgor which pertain to such Pledgor's Collateral; and (vii) each Pledgor shall (subject to the proviso to the definition of Liabilities) reimburse the Collateral Agent promptly upon demand for all Costs and Expenses.

Warranties; Further Assurances. The Pledgor Company warrants to the Administrative Agent for the benefit of each Lender Party that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderPermitted Liens; (b) the pledge and delivery of the Collateral pursuant to this Agreement Agreement, together with stock or bond powers executed in blank, will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the LenderAdministrative Agent, free of any adverse claimssubject to no prior lien or encumbrance; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I are duly authorized, validly issued, fully paid and non-assessable, and none of such shares is subject to any option to purchase or similar right of any Person; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I is true and accurate in all respects. So long as any of the Liabilities shall be outstandingthis Agreement remains in effect, the Pledgor: Company agrees that it shall (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall not perform any act which would prevent the Administrative Agent from enforcing any of the terms and conditions of this Agreement or would limit the Administrative Agent in any such enforcement; (iii) not become a party to or otherwise bound by any agreement, other than this Agreement and the Credit Agreement, which restricts in any manner the rights of the Administrative Agent with respect to the Collateral; (iv) execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the Lenderapplicable offices) and do such other acts and things, all things as are necessary or as the Lender Administrative Agent may from time to time reasonably request, request to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; and warrants (v) execute and deliver to the Lender that this Agreement constitutes the legal, valid Administrative Agent such stock powers and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles documents relating to enforceabilitythe Collateral, satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent, as to its Collateral, for the benefit of each Lender Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor’s Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than (i) the security interest created hereunderhereunder and (ii) inchoate tax and ERISA liens; (b) to the extent such Pledgor’s Collateral is represented by certificated securities, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I opposite the proceeds name of such Pledgor, such Pledgor’s Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) as of the Note will not be used by date hereof, the information contained in Schedule I opposite the name of such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Lender Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of such Pledgor); (iii) will execute and warrants deliver to the Administrative Agent such stock powers and similar documents relating to such Pledgor’s Collateral, reasonably satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent or any Lender that this Agreement constitutes Party such information concerning such Pledgor’s Collateral as the legalAdministrative Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Administrative Agent or any Lender Party or any designee of the Administrative Agent or such Lender Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor’s Collateral, enforceable against and will, upon request of the Pledgor in accordance with its termsAdministrative Agent at any time when a Default has occurred and is continuing, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The [Each][The] Pledgor warrants to the Administrative Agent, as to [its][the] Collateral, for the benefit of each Lender Party that: (a) the [such][the] Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the [such Pledgor’s][the] Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than (i) the security interest created hereunderhereunder and (ii) inchoate tax and ERISA liens; (b) to the extent [such Pledgor’s][the] Collateral is represented by certificated securities, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I [opposite the name of such Pledgor] are duly authorized, validly issued, fully paid paid, if applicable, and non-assessable; and (d) as to each Issuer whose name appears in Schedule I [opposite the proceeds name of such Pledgor], [such Pledgor’s][the] Collateral represents on the Applicable Date not less than the applicable percent (as shown in Schedule I) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) as of the Note will not be used by Pledgor Applicable Date, the information contained in violation Schedule I [opposite the name of Regulation U promulgated by the Federal Reserve Boardsuch Pledgor] is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Lender Party with respect to the creation of any Liabilities, the Pledgor: [each][the] Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the [such Pledgor’s][the] Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, [such][the] Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of [such][the] Pledgor); (iii) will execute and warrants deliver to the Administrative Agent such stock powers and similar documents relating to [such Pledgor’s][the] Collateral, reasonably satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent or any Lender that this Agreement constitutes Party such information concerning [such Pledgor’s][the] Collateral as the legalAdministrative Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Administrative Agent or any Lender Party or any designee of the PledgorAdministrative Agent or such Lender Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of [such][the] Pledgor in accordance with its termswhich pertain to [such Pledgor’s][the] Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent for ------------------------------ the benefit of each Benefited Party that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free Agent for the benefit of any adverse claimsthe Benefited Parties; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-non- ---------- assessable; (d) as to each Issuer whose name appears in Schedule I hereto, the ---------- Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and ---------- outstanding of such Issuer; and (de) the proceeds of the loan made by Lender under the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I ---------- hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: Pledgor (i) shall not, without except as permitted by the Credit Agreement, the Term Loan Agreement and any Permitted Senior Secured Debt Agreement or with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any other Benefited Party such information concerning the Collateral as the Agent or such other Benefited Party may from time to time reasonably request, and will permit the Agent or any other Benefited Party or any designee of the PledgorAgent or any other Benefited Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor in accordance with its termswhich pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender that: : (a) the Pledgor For each entry on Schedule A hereto, each Person listed as a "Pledgor" on such schedule is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legallawful, beneficial legal and equitable owner of all of the Collateral listed opposite to such Person's name on Schedule A free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder and the rights of Optionee under the Option Agreement, with full right, power, authority and capacity to pledge the Collateral to the Lender hereunder; ; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the Lender, free of any adverse claims; ; (c) all shares of stock issuable upon exercise documentary, stamp or other taxes or fees owing in connection with the transfer and/or pledge of the option referred to Collateral hereto have been paid in Section 2 are duly authorized, validly issued, fully full and will hereafter be paid by the Pledgor as such become due and non-assessable; and payable; (d) the proceeds execution, delivery and performance by the Pledgor of this Agreement and the Option Agreement are within the right, power, authority and capacity of the loan made by Lender under the Note Pledgor and do not and will not be used require any consent or approval of any governmental agency or authority or any other Person; (e) the execution, delivery and performance by the Pledgor of this Agreement and the Option Agreement do not conflict with any agreement binding upon the Pledgor or the Collateral or any court or administrative order or decree applicable to the Pledgor; (f) this Agreement and the Option Agreement are, when duly executed and delivered legal, valid and binding obligations of the Pledgor, enforceable against the Pledgor in violation accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of Regulation U promulgated general application affecting the enforcement of creditors' rights or by general principles of equity limiting the Federal Reserve Boardavailability of equitable remedies; (g) no Event of Default or Default has occurred and is continuing; and (h) prior to and after giving effect to the Pledge Agreement and the Option Agreement, (i) each Pledgor's assets will exceed its liabilities and (ii) each Pledgor will be solvent, will be able to pay its debts as they mature, and will own cash and property with fair saleable value greater than the amount required to pay its debts and on-going obligations. So long as any of the Liabilities shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Lender, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the securities which are pledged hereunder, or otherwise diminish or impair any of its his rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the Lender) and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoeverwhatsoever except those arising under the Option Agreement) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; and warrants (iii) will execute and deliver to the Lender such stock powers and similar documents relating to the Collateral, satisfactory in form and substance to the Lender, as the Lender may reasonably request; provided, however, that upon approval of documents reasonably satisfactory to the Lender to protect in full its interest in the Collateral, including receipt of a pledge agreement signed by the transferee as to the Collateral in form and substance satisfactory to the Lender, the Pledgor may transfer any or all of the Collateral, subject to the pledge of this Agreement constitutes and the legalOption Agreement, valid and binding obligation to Borrower's parents, lineal descendants (including those through adoption) or spouse of Borrower or to a trust for the Pledgorbenefit of Borrower, enforceable against the Pledgor in accordance with its termsany of his parents, except as enforceability may be limited by applicable bankruptcy, insolvency, lineal descendants (including those through adoption) or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilityhis spouse.

Warranties; Further Assurances. The Pledgor Borrower warrants to the Agent and each Lender Party that: : (a) the Pledgor Borrower is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation Schedule I hereto is true and accurate in all respects. Unless this Agreement is otherwise terminated and the pledge released pursuant to Section 10.11 of Regulation U promulgated by the Federal Reserve Board. So Credit Agreement, so long as any of the Liabilities Obligations shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Lender Party with respect to the creation of any Obligations, the Pledgor: Borrower (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) will execute and warrants deliver to the Agent such stock powers and similar documents relating to the Collateral, reasonably satisfactory in form and substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Lender that this Agreement constitutes Party such information concerning the legalCollateral as the Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Agent or any Lender Party or any designee of the PledgorAgent or any Lender Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Borrower which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender Secured Party that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunderwhatsoever; (b) the pledge and delivery of the Collateral Collateral, pursuant to this Agreement the terms of the Escrow Agreement, will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsSecured Party; (c) all shares of stock issuable upon exercise of the option or ownership interests referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock or ownership interests issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities Secured Obligations shall be outstandingoutstanding or any commitment shall exist on the part of the Secured Party with respect to the creation of any Secured Obligations, the Pledgor: (i) shall not, without the express prior written consent of the Lender Secured Party, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay deliver to the costs Escrow Agent pursuant to the terms of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the Lender) and do such other acts and thingsEscrow Agreement, all original stock certificates relating to the Collateral, the stock powers with a signature guarantee, and a transfer letter to the transfer agent, attached hereto as Exhibit A, authorizing transfer of the Lender may Shares and stock powers to Dutchess in the Event of Default; (iii) will permit the Secured Party or any designee of the Secured Party, from time to time reasonably requestat reasonable times and on reasonable notice (or at any time without notice during the existence of an Event of Default), to establish inspect, audit and maintain a valid, perfected, first priority security interest make copies of and extracts from all records and all other papers in the Collateral (free possession of the Escrow Agent which evidence the ownership of the Collateral, and will permit the Escrow Agent, upon request of the Secured Party at any time when an Event of Default has occurred and is continuing, to deliver to the Secured Party copies of all other liens, claims of such records and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents and warrants to the Lender that this Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilitypapers.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent and the other Lender Parties that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, legal and beneficial and equitable owner of the such Pledgor’s Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunderhereunder and under the other Loan Documents and Permitted Liens; (b) to the extent such Pledgor’s Collateral is represented by certificated securities, the pledge and delivery of the such Pledgor’s Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) to the extent such Pledgor’s Collateral is represented by uncertificated securities, such Pledgor has caused the Issuer thereof either to (i) register the Administrative Agent as the registered owner of such security or (ii) agree in an authenticated record with such Pledgor and the Administrative Agent that such Issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Pledgor during the existence of a Default; (d) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 on Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; (e) all Collateral is either presently uncertificated or represented by certificates as listed on Schedule I hereto, and the pledge granted hereunder extends to all rights with respect thereto, including membership rights, economic rights, voting rights, control rights and the right to become a member; (f) as of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral; (g) as to each Issuer whose name appears in Schedule I opposite the name of such Pledgor, such Pledgor’s Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I) of the total shares of capital stock or other Equity Interests issued and outstanding of such Issuer; and (dh) the proceeds information set forth on Schedule I opposite the name of the loan made by Lender under the Note will such Pledgor is true and accurate in all respects. Until all Liabilities (other than contingent indemnification obligations that are not be used by yet due and payable) have been indefeasibly paid in full in cash and all Commitments have terminated, each Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstanding, the Pledgor: (i) shall not, without except as permitted by the express prior written consent of the Lender Credit Agreement, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer that is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code UCC financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all things as are necessary or as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of such Pledgor, which financing statements may contain an indication or description of collateral that describes such property in any manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral, including describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired); (iii) execute and warrants deliver to the Administrative Agent such stock powers, issuer acknowledgments and similar documents relating to such Pledgor’s Collateral, satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) furnish the Administrative Agent or any other Lender that this Agreement constitutes Party such information concerning such Pledgor’s Collateral as the legalAdministrative Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Administrative Agent or any Lender Party or any designee of the Administrative Agent or such Lender Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of an Event of Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor’s Collateral, enforceable against and will, upon request of the Administrative Agent, deliver to the Administrative Agent copies of such records and papers. No Pledgor will allow any of its Subsidiaries: (a) that is a corporation, business trust, joint stock company or similar Person, to issue uncertificated securities; (b) that is a partnership or limited liability company, to (i) issue Equity Interests that are to be dealt in accordance with or traded on securities exchanges or in securities markets, (ii) expressly provide in its termsOrganizational Documents that its Equity Interests are securities governed by Article 8 of the UCC, or (iii) place such Subsidiary’s Equity Interests in a Securities Account (as defined in the UCC); and (c) to issue Equity Interests in addition to or in substitution for the Equity Interests pledged hereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting to such Pledgor (and such Equity Interests are immediately pledged and delivered to the enforcement Administrative Agent pursuant to the terms of creditors' rights generally or by equitable principles relating to enforceabilitythis Agreement).

Warranties; Further Assurances. The Pledgor warrants to the Administrative Agent and each Lender that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the LenderAdministrative Agent, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessableassessable and constitute all of the issued and outstanding shares of capital stock owned by the Pledgor of each Issuer of such stock as identified in Schedule I; (d) each note pledged hereunder has been duly authorized, executed, endorsed, issued and delivered, is the legal, valid and binding obligation of the issuer thereof, and is not in default; and (de) the proceeds information contained in Schedule I hereto is true and accurate in all respects. Until the payment in full of all the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of all Letters of Credit and Permitted Swap Obligations (monetary or otherwise) of the loan made Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by Lender their terms, are unsecured) and the termination of all the Commitments under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstandingother Loan Documents, the Pledgor: (i) except as otherwise permitted by the Credit Agreement, shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed reasonably necessary or appropriate by the LenderAdministrative Agent) and do such other acts and thingsthings as described in Section 7.14(b) of the Credit Agreement; (iii) except as otherwise permitted by the Credit Agreement, all shall continue to own and keep pledged to the Administrative Agent, l00% of the issued and outstanding shares of capital stock of the Company and 100% of the issued and outstanding shares of capital stock owned by the Pledgor of each other Issuer; and (iv) shall furnish the Administrative Agent or any Lender Party such information concerning the Collateral as the Administrative Agent or such Lender Party may from time to time reasonably request, and will provide to establish the representatives and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment independent contractors of the LiabilitiesAdministrative Agent or such Lender Party the same rights and benefits as set forth in Section 7.10 of the Credit Agreement. The Pledgor hereby warrants that all representations and warranties made by the Company with respect to the Pledgor set forth in Sections 6.1, 6.2, 6.3 and 6.4 of the Credit Agreement are true and correct in all respects as of the date hereof. The Pledgor additionally represents and warrants to the Administrative Agent and each Lender Party that no authorization, approval or other action by, and no notice to or filing with, any other Person is required either (a) for the pledge by the Pledgor of any Collateral pursuant to this Agreement constitutes or for the legalexecution and delivery, valid and binding obligation performance of this Agreement by the Pledgor, enforceable against or (b) for the Pledgor exercise by the Administrative Agent of the voting or other rights provided for in accordance with this Agreement (other than those authorizations, approvals, filings or other actions which apply to the Administrative Agent solely (1) on account of its termsstatus as a regulated entity, (2) pursuant to its own organizational documents or contracts or agreements), or, except with respect to any securities pledged hereunder, as enforceability may be limited required in connection with a disposition of such pledged securities by applicable bankruptcy, insolvency, or similar laws affecting the enforcement offering and sale of creditors' rights generally or by equitable principles relating securities generally, the remedies in respect of the Collateral pursuant to enforceabilitythis Agreement.

Warranties; Further Assurances. The Pledgor warrants to the Lender Administrative Agent that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Subject Collateral owned by it free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the Subject Collateral owned by it pursuant to this Agreement will create a validvalid first priority, perfected, first priority perfected security interest in the such Subject Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid Administrative Agent and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardits assigns. So long as any of the Liabilities Obligations shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Subject Securities pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Subject Collateral; and (ii) shall execute hereby consents to the filing of such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the the, same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Subject Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Obligations; (iii) will execute and deliver to Administrative Agent such allonges, endorsements and similar documents relating to the Subject Collateral, satisfactory in form and substance to Administrative Agent, as Administrative Agent may reasonably request; (iv) will furnish Administrative Agent such information concerning the Subject Collateral as Administrative Agent may from time to time reasonably request, and will permit Administrative Agent or any designee of Administrative Agent, from time to time to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Pledgor additionally which pertain to the Subject Collateral, and will, upon request of Administrative Agent at any time when an Event of Default has occurred and is continuing, deliver to Administrative Agent all of such records and papers; and (v) represents and warrants that the Subject Collateral is classified as, and agrees that it shall take no action to cause the Lender that this Agreement constitutes Subject Collateral not to be classified as certificated securities under the legal, valid and binding obligation terms of Article 8 of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilityUniform Commercial Code.

Warranties; Further Assurances. The Each Pledgor warrants to the Collateral Agent and the other Lender Parties that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, legal and beneficial and equitable owner of the such Pledgor’s Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunderhereunder and under the other Loan Documents and Permitted Liens; (b) to the extent such Pledgor’s Collateral is represented by certificated securities, the pledge and delivery of the such Pledgor’s Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsCollateral Agent; (c) to the extent such Pledgor’s Collateral is represented by uncertificated securities, such Pledgor has caused the issuer thereof either to (i) register the Collateral Agent as the registered owner of such security or (ii) agree in an authenticated record with such Pledgor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Pledgor, (d) all shares of stock issuable upon exercise of the option Equity Interests pledged by such Pledgor referred to in Section 2 on Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; (e) all Collateral is either presently uncertificated or represented by certificates as listed on Schedule I hereto, and the pledge granted hereunder extends to all rights with respect thereto, including membership rights and partnership rights, economic rights, voting rights, control rights and the right to become a member and partner, as applicable, (f) as of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral, (g) as to each Issuer whose name appears in Schedule I opposite the name of such Pledgor, such Pledgor’s Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I) of the total shares of capital stock or other Equity Interests issued and outstanding of such Issuer; and (dh) the proceeds information set forth on Schedule I opposite the name of the loan made by Lender under the Note will such Pledgor is true and accurate in all respects. Until all Liabilities (other than contingent indemnification obligations that are not be used by yet due and payable) have been indefeasibly paid in full in cash, each Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstanding, the Pledgor: (i) shall not, without except as permitted by the express prior written consent of the Lender Loan Agreement, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer that is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code UCC financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all things as are necessary or as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Collateral Agent to file any financing statements without the signature of such Pledgor, which financing statements may contain an indication or description of collateral that describes such property in any manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral); (iii) promptly execute and warrants deliver to the Collateral Agent such stock powers, issuer acknowledgments and similar documents relating to such Pledgor’s Collateral, satisfactory in form and substance to the Collateral Agent, as the Collateral Agent may reasonably request; and (iv) promptly furnish the Collateral Agent or any other Lender that this Agreement constitutes Party such information concerning such Pledgor’s Collateral as the legalCollateral Agent or such Lender Party may from time to time reasonably request, valid and binding obligation permit the Collateral Agent or any Lender Party or any designee of the Collateral Agent or such Lender Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor’s Collateral, enforceable against and will, upon request of the Collateral Agent, deliver to the Collateral Agent copies of such records and papers. No Pledgor will allow any of its Subsidiaries: (a) that is a corporation, business trust, joint stock company or similar Person, to issue uncertificated securities; (b) that is a partnership or limited liability company, to (i) issue Equity Interests that are to be dealt in accordance with or traded on securities exchanges or in securities markets, (ii) expressly provide in its termsOrganizational Documents that its Equity Interests are securities governed by Article 8 of the UCC, or (iii) place such Subsidiary’s Equity Interests in a Securities Account (as defined in the UCC); and (c) to issue Equity Interests in addition to or in substitution for the Equity Interests pledged hereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting to such Pledgor (and such Equity Interests are immediately pledged and delivered to the enforcement Collateral Agent pursuant to the terms of creditors' rights generally or by equitable principles relating to enforceabilitythis Agreement).

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Collateral Agent for the benefit of each Benefited Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of such Pledgor's Collateral to the Collateral Agent pursuant to this Agreement will create a valid, perfected, valid first priority perfected security interest in the such Collateral in favor of the Lender, free Collateral Agent for the benefit of any adverse claimsthe Benefited Parties; (c) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor's Collateral represents on the proceeds date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by information contained in Schedule I hereto with respect to such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without the express prior written consent of the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than the security interest hereunder) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (ii) will execute and warrants deliver to the Lender that this Agreement constitutes Collateral Agent such stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the legalCollateral Agent, valid as the Collateral Agent may reasonably request; and binding obligation (iii) will furnish each Benefited Party such information concerning such Pledgor's Collateral as such Benefited Party may from time to time reasonably request, and will permit any Benefited Party or any designee of a Benefited Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Pledgor which pertain to the Collateral, and will, upon the reasonable request of the PledgorCollateral Agent, enforceable against deliver to the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement Collateral Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent and each Bank that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Bank with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or any Bank, enforceable against from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the Pledgor in accordance with its termspossession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent and each Convertible Notes Purchaser that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and liens, security interests and encumbrances created in connection with the Senior Debt; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; (c) as to each Issuer whose name appears in Schedule I hereto, the Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Convertible Notes Purchaser with respect to the creation of any Liabilities, the Pledgor: Company (i) other than in connection with the Senior Debt, shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever), other than liens, security interests and encumbrances created in connection with the Senior Debt) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; (iv) will furnish the Agent or any Convertible Notes Purchaser such information concerning the Collateral as the Agent or such Convertible Notes Purchaser may from time to time reasonably request, and will permit the Agent or any Convertible Notes Purchaser or any designee of the PledgorAgent or any Convertible Notes Purchaser, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance the possession of the Company which pertain to the Collateral, and will, upon request of the Agent at any time when a Default has occurred and is continuing, deliver to the Agent all of such records and papers, and (v) other than in connection with its termsthe existing pledge to Pacific Business Funding, except as enforceability may be limited by applicable bankruptcyshall not, insolvencywithout the express prior written consent of the Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or similar laws affecting grant any option, warrant or other right to purchase any portion of the enforcement stock of creditors' rights generally or by equitable principles relating any Issuer which is not pledged pursuant to enforceabilitythis Agreement.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent and each Bank that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in SCHEDULE I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSCHEDULE I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Bank with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or any Bank, enforceable against from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the Pledgor in accordance with its termspossession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Lenders' Agent and covenants to the Lenders' Agent that: : (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will shall be) the legal, beneficial legal and equitable owner of the Pledged Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Pledged Collateral pursuant to this Agreement will create a valid, perfected, valid and perfected first priority security interest in the Pledged Collateral in favor of the Lender, free of any adverse claimsLenders' Agent; (c) all shares of stock issuable upon exercise of the option Specified Securities referred to in Section 2 SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer (other than as described in clauses (x), (y) and (z) of this clause (d)) whose name appears in SCHEDULE I hereto, the proceeds Pledged Collateral represents on the date hereof one hundred percent (100%) of the loan total Specified Securities issued and outstanding of such Issuer, it being understood that (x) with respect to Option Care Enterprises, Inc., a Pennsylvania corporation, the shares of stock listed on SCHEDULE I represent eighty percent (80%) of the total shares of stock issued by such Issuer, (y) with respect to North County Home I.V., Inc., the shares of stock listed on SCHEDULE I represent twelve and seventy-six one-hundredths percent (12.76%) of the total shares of stock issued by such Issuer, and (z) with respect to Option Care Home Health, L.L.C., the membership interest listed on SCHEDULE I represents fifty percent (50%) of the membership interests issued by such Issuer (and the membership interests issued by such Issuer are not certificated); (e) the information contained in SCHEDULE I hereto is true and accurate in all respects; and (f) the Company has made by Lender under its own arrangements for keeping informed of changes or potential changes affecting the Note Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights) and, without limiting the generality of any other provision of this Agreement, the Company agrees that the Lenders' Agent shall have no responsibility or liability for informing the Company of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. In addition, the Company warrants to the Lenders' Agent and covenants to the Lenders' Agent that the membership interests of Option Care Home Health, L.L.C. are not and will not be used dealt in or traded on securities exchanges or on securities markets, are not and will not be securities expressly governed by Pledgor Article 8 of the Uniform Commercial Code as in violation of Regulation U promulgated by the Federal Reserve Boardeffect in any applicable jurisdiction, do not and will not constitute investment company securities and are not and will not be held in a securities account. So long as any of the Liabilities Obligations shall be outstandingoutstanding or any commitment shall exist on the part of the Lenders' Agent with respect to the creation of any Obligations, the Pledgor: Company (i) shall not, without the express prior written consent of the Lender Lenders' Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Specified Securities or other Pledged Collateral which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Pledged Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderLenders' Agent) and do such other acts and things, all as the Lender Lenders' Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Pledged Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) shall execute and warrants deliver to the Lender that this Agreement constitutes Lenders' Agent such stock powers and similar documents relating to the legalPledged Collateral, valid satisfactory in form and binding obligation substance to the Lenders' Agent, as the Lenders' Agent may reasonably request from time to time; and (iv) shall furnish the Lenders' Agent such information concerning the Pledged Collateral as the Lenders' Agent may from time to time reasonably request, and shall permit the Lenders' Agent or any designee of the PledgorLenders' Agent, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Company which pertain to the Pledged Collateral, except as enforceability may be limited by applicable bankruptcyand shall, insolvencyupon request of the Lenders' Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Lenders' Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender that: : (a) the Pledgor For each entry on Schedule A hereto, each Person listed as a "Pledgor" on such schedule is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legallawful, beneficial legal and equitable owner of all of the Collateral listed opposite to such Person's name on Schedule A free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; , with full right, power, authority and capacity to pledge the Collateral to the Lender hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the Lender, free of any adverse claims; ; (c) all shares of stock issuable upon exercise documentary, stamp or other taxes or fees owing in connection with the transfer and/or pledge of the option referred to Collateral hereto have been paid in Section 2 are duly authorized, validly issued, fully full and will hereafter be paid by the Pledgor as such become due and non-assessable; and payable; (d) the proceeds execution, delivery and performance by the Pledgor of this Agreement is within the right, power, authority and capacity of the loan made by Lender under the Note Pledgor and does not and will not be used require any consent or approval of any governmental agency or authority or any other Person; (e) the execution, delivery and performance by the Pledgor of this Agreement does not conflict with any agreement binding upon the Pledgor or the Collateral or any court or administrative order or decree applicable to the Pledgor; (f) this Agreement is, when duly executed and delivered legal, valid and binding obligations of the Pledgor, enforceable against the Pledgor in violation accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of Regulation U promulgated general application affecting the enforcement of creditors' rights or by general principles of equity limiting the Federal Reserve Boardavailability of equitable remedies; (g) no Event of Default or Default has occurred and is continuing; and (h) prior to and after giving effect to the Pledge Agreement, (i) each Pledgor's assets will exceed its liabilities and (ii) each Pledgor will be solvent, will be able to pay its debts as they mature, and will own cash and property with fair saleable value greater than the amount required to pay its debts and on-going obligations. So long as any of the Liabilities shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Lender, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the securities which are pledged hereunder, or otherwise diminish or impair any of its his rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the Lender) and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; and warrants (iii) will execute and deliver to the Lender such stock powers and similar documents relating to the Collateral, satisfactory in form and substance to the Lender, as the Lender may reasonably request; provided, however, that this Agreement constitutes upon approval of documents reasonably satisfactory to the legalLender to protect in full its interest in the Collateral, valid including receipt of a pledge agreement signed by the transferee as to the Collateral in form and binding obligation substance satisfactory to the Lender, the Pledgor may transfer any or all of the PledgorCollateral, enforceable against subject to the Pledgor in accordance with its termspledge of this Agreement, except as enforceability may be limited by applicable bankruptcyto Borrower's parents, insolvencylineal descendants (including those through adoption) or spouse of Borrower or to a trust for the benefit of Borrower, any of his parents, lineal descendants (including those through adoption) or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilityhis spouse.

Warranties; Further Assurances. The Each Pledgor warrants to the Collateral Agent and the other Lender Parties that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, legal and beneficial and equitable owner of the such Pledgor’s Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunderhereunder and under the other Loan Documents and Permitted Liens; (b) to the extent such Pledgor’s Collateral is represented by certificated securities, the pledge and delivery of the such Pledgor’s Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsCollateral Agent; (c) to the extent such Pledgor’s Collateral is represented by uncertificated securities, such Pledgor has caused the issuer thereof either to (i) register the Collateral Agent as the registered owner of such security or (ii) agree in an authenticated record with such Pledgor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Pledgor, (d) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 on Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; (e) all Collateral is either presently uncertificated or represented by certificates as listed on Schedule I hereto, and the pledge granted hereunder extends to all rights with respect thereto, including membership rights, economic rights, voting rights, control rights and the right to become a member, (f) as of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral, (g) as to each Issuer whose name appears in Schedule I opposite the name of such Pledgor, such Pledgor’s Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I) of the total shares of capital stock or other Equity Interests issued and outstanding of such Issuer; and (dh) the proceeds information set forth on Schedule I opposite the name of the loan made by Lender under the Note will such Pledgor is true and accurate in all respects. Until all Liabilities (other than contingent indemnification obligations that are not be used by yet due and payable) have been indefeasibly paid in full in cash, each Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstanding, the Pledgor: (i) shall not, without except as permitted by the express prior written consent of the Lender Loan Agreement, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer that is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code UCC financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all things as are necessary or as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liensLiens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Collateral Agent to file any financing statements without the signature of such Pledgor, which financing statements may contain an indication or description of collateral that describes such property in any manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral); (iii) execute and warrants deliver to the Collateral Agent such stock powers, issuer acknowledgments and similar documents relating to such Pledgor’s Collateral, satisfactory in form and substance to the Collateral Agent, as the Collateral Agent may reasonably request; and (iv) furnish the Collateral Agent or any other Lender that this Agreement constitutes Party such information concerning such Pledgor’s Collateral as the legalCollateral Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Collateral Agent or any Lender Party or any designee of the Collateral Agent or such Lender Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of an Event of Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor’s Collateral, enforceable against and will, upon request of the Collateral Agent, deliver to the Collateral Agent copies of such records and papers. No Pledgor will allow any of its Subsidiaries: (a) that is a corporation, business trust, joint stock company or similar Person, to issue uncertificated securities; (b) that is a partnership or limited liability company, to (i) issue Equity Interests that are to be dealt in accordance with or traded on securities exchanges or in securities markets, (ii) expressly provide in its termsOrganizational Documents that its Equity Interests are securities governed by Article 8 of the UCC, or (iii) place such Subsidiary’s Equity Interests in a Securities Account (as defined in the UCC); and (c) to issue Equity Interests in addition to or in substitution for the Equity Interests pledged hereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting to such Pledgor (and such Equity Interests are immediately pledged and delivered to the enforcement Collateral Agent pursuant to the terms of creditors' rights generally or by equitable principles relating to enforceabilitythis Agreement).

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Collateral Agent for the benefit of each Benefited Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor’s Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of such Pledgor’s Collateral to the Collateral Agent pursuant to this Agreement will create a valid, perfected, valid first priority perfected security interest in the such Collateral in favor of the Lender, free Collateral Agent for the benefit of any adverse claimsthe Benefited Parties; (c) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-non assessable; (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor’s Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; and (de) the proceeds of the loan made by Lender under the Note will not be used by information contained in Schedule I hereto with respect to such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without the express prior written consent of the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a validavalid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than the security interest hereunder) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (ii) will execute and warrants deliver to the Lender that this Agreement constitutes Collateral Agent such stock powers and similar documents relating to such Pledgor’s Collateral, satisfactory in form and substance to the legalCollateral Agent, valid as the Collateral Agent may reasonably request; and binding obligation (iii) will furnish each Benefited Party such information concerning such Pledgor’s Collateral as such Benefited Party may from time to time reasonably request, and will permit any Benefited Party or any designee of a Benefited Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Pledgor which pertain to the Collateral, and will, upon the reasonable request of the PledgorCollateral Agent, enforceable against deliver to the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement Collateral Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Administrative Agent and each Lender that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the LenderAdministrative Agent, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessableassessable and constitute all of the issued and outstanding shares of capital stock owned by the Pledgor of each Issuer of such stock as identified in Schedule I (or, as to any Issuer that is a Foreign Subsidiary, 65% of the issued and outstanding shares of capital stock owned by the Pledgor of such Issuer); (d) each note pledged hereunder has been duly authorized, executed, endorsed, issued and delivered, is the legal, valid and binding obligation of the issuer thereof, and is not in default; and (de) the proceeds information contained in Schedule I hereto is true and accurate in all respects. Until the payment in full of all the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of all Letters of Credit and Permitted Swap Obligations (monetary or otherwise) of the loan made Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by Lender their terms, are unsecured) and the termination of all the Commitments under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstandingother Loan Documents, the Pledgor: (i) except as otherwise permitted by the Credit Agreement, shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed reasonably necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all things as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest described in the Collateral (free of all other liens, claims and rights of third parties whatsoeverSection 7.14(b) to secure the performance and payment of the Liabilities. Pledgor additionally represents and warrants to the Lender that this Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, Credit Agreement; (iii) except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.otherwise

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Subject Collateral owned by it free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the Subject Collateral owned by Pledgor pursuant to this Agreement will create a validvalid first priority, perfected, first priority perfected security interest in the such Subject Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid Agent and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardits assigns. So long as any of the Liabilities Obligations shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Subject Securities pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Subject Collateral; and (ii) shall execute hereby consents to the filing of such Uniform Commercial Code financing statements and other documents (and will pay the costs of filing and recording or re-filing and re-recording the the, same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and will do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Subject Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) will execute and warrants deliver to Agent such allonges, endorsements and similar documents relating to the Lender that this Agreement constitutes Subject Collateral, satisfactory in form and substance to Agent, as Agent may reasonably request; and (iv) will furnish Agent such information concerning the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except Subject Collateral as enforceability Agent may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating from time to enforceabilitytime reasonably request.

Warranties; Further Assurances. The Each Pledgor warrants to the Agent and each Lender with respect to all Collateral of such Pledgor that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the such Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve BoardAgent. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Lender with respect to the creation of any Liabilities, the Pledgor: (i) shall notno Pledgor shall, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer [(other than pursuant to rights granted to issuers of stock pursuant to stock purchase agreements)], or otherwise diminish or impair any of its rights in, to or under any of the CollateralCollateral of such Pledgor; and (ii) each Pledgor shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the Lender) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral of such Pledgor (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. ; and (iii) each Pledgor additionally represents will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legal, valid and binding obligation Collateral of the such Pledgor, enforceable against satisfactory in form and substance to the Pledgor in accordance with its termsAgent, except as enforceability the Agent may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilityreasonably request.

Warranties; Further Assurances. The [Each][The] Pledgor warrants to the Administrative Agent, as to [its][the] Collateral, for the benefit of each Lender Party that: (a) the [such][the] Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the [such Pledgor’s][the] Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than liens permitted under Section 10.8(a), (e) or (g) of the security interest created hereunderCredit Agreement; (b) to the extent [such Pledgor’s][the] Collateral is represented by certificated securities, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I [opposite the name of such Pledgor] are duly authorized, validly issued, fully paid paid, if applicable, and non-assessable; and (d) as to each Issuer whose name appears in Schedule I [opposite the proceeds name of such Pledgor], [such Pledgor’s][the] Collateral represents on the Applicable Date not less than the applicable percent (as shown in Schedule I) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) as of the Note will not be used by Pledgor Applicable Date, the information contained in violation Schedule I [opposite the name of Regulation U promulgated by the Federal Reserve Boardsuch Pledgor] is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Lender Party with respect to the creation of any Liabilities, the Pledgor: [each][the] Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair purchase the stock of any of its rights in, to or under any of the CollateralIssuer which is pledged hereunder; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the [such Pledgor’s][the] Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, [such][the] Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of [such][the] Pledgor); (iii) will execute and warrants deliver to the Administrative Agent such stock powers and similar documents relating to [such Pledgor’s][the] Collateral, reasonably satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent or any Lender that this Agreement constitutes Party such information concerning [such Pledgor’s][the] Collateral as the legalAdministrative Agent or such Lender Party may from time to time reasonably request, valid and binding obligation will permit the Administrative Agent or any Lender Party or any designee of the PledgorAdministrative Agent or such Lender Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of an Event of Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of [such][the] Pledgor in accordance with its termswhich pertain to [such Pledgor’s][the] Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when an Event of Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent and each Bank that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any Loans shall be outstanding or any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Bank with respect to the making of any Loans or the creation of any Liabilities, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or any Bank, enforceable against from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor in accordance with its termswhich pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent and each Lender Party that: : (a) the applicable Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legalsole, beneficial direct, legal and equitable owner of the Collateral owned by such Pledgor free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderhereunder and under the other Loan Documents; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option equity ownership interests referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made total equity ownership interests issued and outstanding of such Issuer; (e) the information contained in Schedule I hereto is true and accurate in all respects; (f) the equity ownership interests listed on Schedule I hereto are the only equity ownership interests owned by Lender under the Note will not be used by applicable Pledgor in violation any direct or indirect Subsidiary or joint venture of Regulation U promulgated by the Federal Reserve Board. So long as any of the Liabilities shall be outstanding, the Pledgor: such Pledgor other than equity ownership interests (i) shall not, without listed on Schedule II hereto (such equity interests have been pledged to the express prior written consent of Administrative Agent pursuant to a separate pledge agreement or are not pledged to the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the CollateralAdministrative Agent as indicated on Schedule II); and (ii) shall execute constituting publicly-traded securities acquired by such Uniform Commercial Code financing statements and other documents Pledgor for the purpose of obtaining information distributed by the issuer of such securities to its shareholders generally, provided that the market value of the securities described in this clause (and pay ii) (1) did not exceed $10,000 of any individual issuer at the costs of filing and recording or re-filing and re-recording time the same in all public offices deemed necessary or appropriate were acquired by the Lender) and do such other acts and things, all as the Lender may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents and warrants to the Lender that this Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.and

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Subject Collateral owned by it free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the Subject Collateral owned by it pursuant to this Agreement will create a validvalid first priority, perfected, first priority perfected security interest in the such Subject Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid Agent and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardits assigns. So long as any of the Liabilities Obligations shall be outstanding, the Pledgor: Pledgor (i) shall notnot (other than as provided in the Subordination Agreement dated as of the date hereof), without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Subject Securities pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Subject Collateral; and (ii) shall execute hereby consents to the filing of such Uniform Commercial Code UCC financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the the, same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Subject Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) will execute and warrants deliver to Agent such allonges, endorsements and similar documents relating to the Lender that this Agreement constitutes Subject Collateral, satisfactory in form and substance to Agent, as Agent may reasonably request; and (iv) will furnish Agent such information concerning the legalSubject Collateral as Agent may from time to time reasonably request, valid and binding obligation will permit Agent or any designee of Agent, from time to time to inspect, audit and make copies of and extracts from all records and all other papers in the Pledgorpossession of Pledgor which pertain to the Subject Collateral, enforceable against the Pledgor in accordance with its termsand will, except as enforceability may be limited by applicable bankruptcyupon request of Agent at any time when an Event of Default has occurred and is continuing, insolvency, or similar laws affecting the enforcement deliver to Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender Administrative Agent and each other Secured Party that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) assuming continuous possession by the Administrative Agent, the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party which has not been obtained, made or taken, is required for (i) the grant by the Pledgor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security interest), or (iii) the exercise by the Administrative Agent of its 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 the disposition of any portion of the securities pledged hereunder by laws affecting the offering and sale of securities generally; (d) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; (e) no consent, approval, authorization, order, registration or qualification of or with any governmental agency or body or any court or any other Person is required for the sale of any of the Collateral in accordance with the provisions of this Agreement, except for such as have been obtained or made and except as may be required in connection with the disposition of any portion of the securities pledged hereunder by laws affecting the offering and sale of securities generally; (f) as to each Issuer whose name appears in Schedule I hereto, the Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (g) the information contained in Schedule I hereto is true and accurate in all respects, and reflects all equity interests owned by the Pledgor in any Borrower or any Restricted Subsidiary; and (dh) the proceeds of information contained in Schedule II hereto is true and accurate in all respects, and reflects all indebtedness owed to the loan made Pledgor by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardany Borrower or Restricted Subsidiary. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Administrative Agent or any Secured Party with respect to the creation of any Liabilities, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Administrative Agent, (x) sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Collateral which is pledged hereunder, or (y) otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) as to each Issuer whose name appears on Schedule I hereto, shall continue to own and keep pledged hereunder not less than the applicable percent (as shown in Schedule I hereto) of the total shares of capital stock issued and outstanding of such Issuer; (iii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral Collateral, including, without limitation, marking the Pledgor’s stock transfer books and records to reflect such security interest (free of all other liens, claims and rights of third parties whatsoever) ), to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iv) will execute and warrants deliver to the Lender that this Agreement constitutes Administrative Agent such stock powers, endorsements and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Administrative Agent, as the Administrative Agent may reasonably request; (v) will upon the request of the PledgorAdministrative Agent, enforceable against upon the occurrence and during the continuance of an Event of Default, notify each issuer of the indebtedness pledged hereunder that such indebtedness is subject to the security interest granted hereunder; and (vi) will furnish the Administrative Agent or any other Secured Party with such information concerning the Collateral as the Administrative Agent or such other Secured Party may from time to time reasonably request, and will permit the Administrative Agent or any other Secured Party or any designee of the Administrative Agent or any other Secured Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Collateral as set forth in accordance with its termsSection 10.2 of the Amended and Restated Credit Agreement, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Administrative Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Administrative Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Agent and each Lender with respect to all Collateral of such Pledgor that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the such Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 opposite such Pledgor's name on SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears opposite such Pledgor's name on SCHEDULE I hereto, the proceeds shares of stock pledged as Collateral by such Pledgor represent on the date hereof not less than the applicable percent (as shown on SCHEDULE I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained opposite such Pledgor's name on SCHEDULE I hereto is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of the Agent or any Lender with respect to the making of loans or other financial accommodations under the Credit Agreement, the Pledgor: (i) shall notno Pledgor shall, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the CollateralCollateral of such Pledgor; and (ii) each Pledgor shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral of such Pledgor (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. ; (iii) each Pledgor additionally represents will execute and warrants deliver to the Agent such stock powers and similar documents relating to the Collateral of such Pledgor, satisfactory in form and substance to the Agent, as the Agent may reasonably request; and (iv) each Pledgor will furnish the Agent or any Lender that this Agreement constitutes such information concerning the legalCollateral of such Pledgor as the Agent or such Lender may from time to time reasonably request, valid and binding obligation will permit the Agent or any Lender or any designee of the Agent or any Lender, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to the Collateral of such Pledgor, enforceable against and will, upon request of the Pledgor in accordance with its termsAgent at any time when a Default has occurred and is continuing, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor Borrower warrants to the Lender Bank that: (a) the Pledgor Borrower is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, valid and perfected first priority security interest in the Collateral in favor of the LenderCollateral, free of any adverse claimsclaim, in favor of the Bank, securing the payment of the Obligations; (c) all shares of stock issuable upon exercise of the option Stock referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of Stock issued and outstanding of such Issuer; (e) there are no outstanding options, warrants or other agreements or rights to acquire Collateral; (f) the Note will not be used by Pledgor information contained in violation Schedule I hereto is true and accurate in all respects; (g) no authorization, approval or other action by, and no notice to or filing with, any domestic or foreign governmental authority or regulatory body or consent of Regulation U promulgated any other Person is required for (i) the pledge and grant of a security interest by the Federal Reserve BoardBorrower pursuant to this Agreement, (ii) the execution, delivery or performance of this Agreement by the Borrower or (iii) the exercise by Bank of its rights and remedies hereunder (except as may have been taken by or at the direction of the Borrower or Bank and except as may be required in connection with any disposition of the Collateral by laws affecting the offering and sale of securities generally); and (h) no authorization, approval or other action by, and no notice to or filing with, any domestic or foreign governmental authority or regulatory body or consent of any other Person is required for the perfection of Bank’s security interest in the Collateral. So long as any of the Liabilities Obligations shall be outstandingoutstanding or any commitment shall exist on the part of the Bank with respect to the creation of any Obligations, the Pledgor: Borrower (ia) shall not, without the express prior written consent of the Lender Bank, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the Stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (iib) shall execute and deliver (and hereby authorizes) such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderBank) and do such other acts and things, all as the Lender Bank may from time to time reasonably request, to establish and maintain a valid, perfected, valid and perfected first priority security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (c) will execute and warrants deliver to the Lender that this Agreement constitutes Bank such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Bank, as the Bank may reasonably request; (d) will furnish the Bank such information concerning the Collateral as the Bank may from time to time reasonably request, and will permit the Bank or any designee of the PledgorBank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of Borrower which pertain to the Collateral, and will, upon request of the Bank at any time when a Default has occurred and is continuing, deliver to the Bank all of such records and papers; and (e) shall not vote to enable, and will not otherwise permit, any Issuer to (i) issue any Stock (including any warrants, options, subscriptions or the like for the purchase of Stock) in addition to or in substitution for any of the Collateral unless such Stock is promptly pledged and delivered to Bank or (ii) except as enforceability may be limited by applicable bankruptcyexpressly permitted under the Credit Agreement, insolvencydissolve, liquidate, retire any of its Stock, reduce its capital or similar laws affecting the enforcement of creditors' rights generally merge or by equitable principles relating to enforceabilityotherwise consolidate with any other Person.

Warranties; Further Assurances. The Each Pledgor warrants to the Administrative Agent, as to its Collateral, for the benefit of each Lender Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor’s Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderhereunder or as otherwise permitted by the Credit Agreement; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free of any adverse claimsAdministrative Agent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I opposite the name of such Pledgor are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I opposite the proceeds name of such Pledgor, such Pledgor’s Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I) of the loan made total shares of capital stock issued and outstanding of such Issuer; and (e) the information contained in Schedule I opposite the name of such Pledgor is true and accurate in all respects. Schedule I may be supplemented from time to time by Lender under any Pledgor to reflect additional Collateral or in connection with the Note will not be used execution of a counterpart hereof by an additional person becoming a Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardhereunder. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Lender Party with respect to the creation of any Liabilities (other than any contingent indemnification or similar contingent obligation not yet due and payable), the Pledgor: each Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor’s Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Liabilities (and by its signature hereto, such Pledgor additionally represents authorizes the Administrative Agent to file any financing statements without the signature of such Pledgor); (iii) will execute and warrants deliver to the Lender that this Agreement constitutes the legal, valid Administrative Agent such stock powers and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles documents relating to enforceabilitysuch Pledgor’s Collateral, reasonably satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iv) will furnish the Administrative Agent such information concerning such Pledgor’s Collateral as the Administrative Agent may from time to time reasonably request.

Warranties; Further Assurances. The Pledgor Company warrants to the Lender Agent for the benefit of each Bank that: (a) the Pledgor Company is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in SCHEDULE I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSCHEDULE I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Bank with respect to the creation of any Liabilities, the Pledgor: Company (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or such Bank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of the Company which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent for the benefit of each Bank that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claimsAgent; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof not less than the applicable percent (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Bank with respect to the creation of any Liabilities, the Pledgor: Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any Bank such information concerning the Collateral as the Agent or such Bank may from time to time reasonably request, and will permit the Agent or any Bank or any designee of the PledgorAgent or such Bank, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor in accordance with its termswhich pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender U.S. ------------------------------ Collateral Agent for the benefit of each Secured Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the such Pledgor's Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Pledgor's Collateral in favor of the Lender, free U.S. Collateral Agent for the benefit of any adverse claimsthe Secured Parties; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, ---------- fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor's Collateral represents on the proceeds date hereof not ---------- less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total ---------- shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by information contained on Schedule I hereto with respect to such Pledgor is true ---------- and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Secured Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without except as permitted by the Credit Agreement or with the express prior written consent of the Lender U.S. Collateral Agent, sell, assign, exchange, pledge pledge, encumber or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the such Pledgor's Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderU.S. Collateral Agent) and do such other acts and things, all as the Lender U.S. Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor's Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes U.S. Collateral Agent such stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the legalU.S. Collateral Agent, valid as the U.S. Collateral Agent may reasonably request; and binding obligation (iv) will furnish the U.S. Collateral Agent or any Secured Party such information concerning such Pledgor's Collateral as the U.S. Collateral Agent or such Secured Party may from time to time reasonably request, and will permit the U.S. Collateral Agent or any other Secured Party or any designee of the U.S. Collateral Agent or any other Secured Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of such Pledgor which pertain to such Pledgor's Collateral, enforceable against and will, upon request of the Pledgor in accordance with its termsU.S. Collateral Agent at any time when a Default has occurred and is continuing, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting deliver to the enforcement U.S. Collateral Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor (a) Each Debtor warrants to the Agent, each Bank and each Lender that: : (ai) the Pledgor such Debtor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; ; (bii) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free of any adverse claims; Agent; (ciii) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are ---------- duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral ---------- represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock ---------- issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all respects. ---------- (b) So long as any of the Liabilities shall be outstandingoutstanding or any Commitment shall exist on the part of the Agent, any Bank or any Lender with respect to the Pledgor: creation of any Liabilities, each Debtor agrees that it: (i) shall not, without the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and ; (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Agent such stock powers, endorsements and similar documents relating to the Collateral, satisfactory in form and substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent, any Bank or any Lender that this Agreement constitutes such information concerning the legalCollateral as the Agent, valid such Bank or such Lender may from time to time reasonably request, and binding obligation will permit the Agent, any Bank or any Lender or any designee of the PledgorAgent, enforceable against any Bank or any Lender, from time to time at reasonable times and on reasonable notice (or at any time without notice during the Pledgor existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in accordance with its termsthe possession of such Debtor which pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Administrative Agent for the benefit of each Bank Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the such Pledgor's Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the such Collateral in favor of the Lender, free Administrative Agent for the benefit of any adverse claimsthe Bank Parties; (c) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 on SCHEDULE I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in SCHEDULE I hereto, such Pledgor's Collateral represents on the proceeds date hereof not less than the applicable percentage (as shown in SCHEDULE I hereto) of the loan made by Lender under total shares of capital stock or other securities issued and outstanding of such Issuer; and (e) the Note will not be used by information contained in SCHEDULE I hereto with respect to such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall material respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Bank Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without the express prior written consent of the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as may be necessary or as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the such Pledgor's Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (ii) will execute and warrants deliver to the Lender that this Agreement constitutes the legal, valid Administrative Agent such stock powers and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles documents relating to enforceabilitysuch Pledgor's Collateral, satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; and (iii) will furnish each Bank Party such information concerning such Pledgor's Collateral as such Bank Party may from time to time reasonably request.

Warranties; Further Assurances. The Pledgor warrants to the Lender Agent for ------------------------------ the benefit of each Benefited Party that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority valid perfected security interest in the Collateral in favor of the Lender, free Agent for the benefit of any adverse claimsthe Benefited Parties; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are ---------- duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the ---------- date hereof not less than the applicable percent (as shown in Schedule I hereto) ---------- of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by Pledgor information contained in violation of Regulation U promulgated by the Federal Reserve BoardSchedule I hereto is true and accurate in all ---------- respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: Pledgor (i) shall not, without except with the express prior written consent of the Lender Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase the stock of any Issuer which is pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-re- filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAgent) and do such other acts and things, all as the Lender Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (iii) will execute and warrants deliver to the Lender that this Agreement constitutes Agent such stock powers and similar documents relating to the legalCollateral, valid satisfactory in form and binding obligation substance to the Agent, as the Agent may reasonably request; and (iv) will furnish the Agent or any other Benefited Party such information concerning the Collateral as the Agent or such other Benefited Party may from time to time reasonably request, and will permit the Agent or any other Benefited Party or any designee of the PledgorAgent or any other Benefited Party, enforceable against from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor in accordance with its termswhich pertain to the Collateral, except as enforceability may be limited by applicable bankruptcyand will, insolvencyupon request of the Agent at any time when a Default has occurred and is continuing, or similar laws affecting deliver to the enforcement Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.

Warranties; Further Assurances. The Pledgor warrants to the Administrative Agent and each Lender that: : (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial and equitable owner of the Collateral free and clear of all Liens of every description whatsoever other than the security interest created hereunder; created (b) the pledge and delivery of the Collateral pursuant to this Agreement will create a valid, perfected, first priority security interest in the Collateral in favor of the LenderAdministrative Agent, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, the proceeds Collateral represents on the date hereof all of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer (or, as to any Issuer that is a Foreign Subsidiary or ROV Holding, 65% of the Note will total shares of capital stock issued and outstanding of such Issuer); (e) each note pledged hereunder has been duly authorized, executed, endorsed, issued and delivered, is the legal, valid and binding obligation of the issuer thereof, and is not be used by Pledgor in violation of Regulation U promulgated by default; and (f) the Federal Reserve Boardinformation contained in Schedule I hereto is true and accurate in all respects. So long as any of the Liabilities shall be outstandingoutstanding or any Commitment shall exist on the part of the Administrative Agent or any Lender Party with respect to the making of any Loans, the issuance of any Letters of Credit or the creation of any other Liabilities, the Pledgor: (i) shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority security interest in the Collateral (free of all other liensLiens, claims and rights of third parties whatsoever) to secure the performance and payment of the Liabilities; (iii) shall execute and deliver to the Administrative Agent such documents and instruments relating to the Collateral, satisfactory in form and substance to the Administrative Agent, as the Administrative Agent may reasonably request; (iv) shall continue to own and keep pledged to the Administrative Agent, 100% of the issued and outstanding shares of capital stock of each Issuer (or, as to each Issuer that is a Foreign Subsidiary or ROV Holding, 65% of the issued and outstanding shares of capital stock of such Issuer); and (v) shall furnish the Administrative Agent or any Lender Party such information concerning the Collateral as the Administrative Agent or such Lender Party may from time to time reasonably request, and will permit the Administrative Agent or any Lender Party or any designee of the Administrative Agent or any Lender Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of a Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Collateral, and will, upon request of the Administrative Agent at any time when a Default has occurred and is continuing, deliver to the Administrative Agent all of such records and papers. Pledgor additionally represents and warrants to the Administrative Agent and each Lender Party that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder are within the corporate powers of the Pledgor, have been duly authorized by all necessary corporate action (including any necessary shareholder action), and do not and will not contravene the terms of any of the Organization Documents of the Pledgor, conflict with or result in a breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Pledgor is a party or any order, injunction, writ or decree of any Governmental Authority to which the Pledgor or any of its properties are subject, or violate any Requirement of Law; (iii) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Pledgor of this Agreement; and (iv) this Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.

Warranties; Further Assurances. The Pledgor warrants to the Lender Administrative Agent that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the Subject Collateral owned by it free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunder; and (b) the pledge and delivery of the Subject Collateral owned by it pursuant to this Agreement will create a validvalid first priority, perfected, first priority perfected security interest in the Subject Collateral in favor of the Lender, free of any adverse claims; (c) all shares of stock issuable upon exercise of the option referred to in Section 2 are duly authorized, validly issued, fully paid Administrative Agent and non-assessable; and (d) the proceeds of the loan made by Lender under the Note will not be used by Pledgor in violation of Regulation U promulgated by the Federal Reserve Boardits assigns. So long as any of the Liabilities Obligations shall be outstanding, the Pledgor: Pledgor (i) shall not, without the express prior written consent of the Lender Administrative Agent, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchasepurchase any Subject Securities pledged hereunder, or otherwise diminish or impair any of its rights in, to or under any of the Subject Collateral; and (ii) shall execute hereby consents to the filing of such Uniform Commercial Code financing statements and other documents (and to pay the costs of filing and recording or re-filing and re-re- recording the same in all public offices reasonably deemed necessary or appropriate by the LenderAdministrative Agent) and do such other acts and things, all as the Lender Administrative Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Subject Collateral (free of all other liens, claims and rights of third parties whatsoeverparties, other than Permitted Liens) to secure the performance and payment of the Liabilities. Pledgor additionally represents Obligations; (iii) will execute and warrants deliver to Administrative Agent such allonges, endorsements and similar documents relating to the Lender that this Agreement constitutes Subject Collateral, reasonably satisfactory in form and substance to Administrative Agent, as Administrative Agent may reasonably request; and (iv) will furnish Administrative Agent such information concerning the legalSubject Collateral as Administrative Agent may from time to time reasonably request, valid and binding obligation will permit Administrative Agent or any designee of Administrative Agent, from time to time to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Pledgor which pertain to the Subject Collateral on the same terms as apply to inspections and audits of the Pledgor, enforceable against Company under Section 5.5 of the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceabilityCredit Agreement.

Warranties; Further Assurances. The Each Pledgor warrants to the Lender Collateral Agent for the benefit of each Benefited Party that: (a) the such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal, beneficial legal and equitable owner of the such Pledgor's Collateral free and clear of all Liens liens, security interests and encumbrances of every description whatsoever other than the security interest created hereunderPermitted Liens; (b) the pledge and delivery of such Pledgor's Collateral to the Collateral Agent pursuant to this Agreement will create a valid, perfected, valid first priority perfected security interest in the such Collateral in favor of the LenderCollateral Agent for the benefit of the Benefited Parties (except to the extent that, free with respect to any Foreign Issuer, additional steps are required under the laws of any adverse claimsthe jurisdiction of such Foreign Issuer's organization to create or perfect a security interest or the equivalent thereof); (c) all shares of stock issuable upon exercise of the option or other securities pledged by such Pledgor referred to in Section 2 Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; and (d) as to each Issuer whose name appears in Schedule I hereto, such Pledgor's Collateral represents on the proceeds date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the loan made by Lender under total shares of capital stock issued and outstanding of such Issuer; and (e) the Note will not be used by information contained in Schedule I hereto with respect to such Pledgor is true and accurate in violation of Regulation U promulgated by the Federal Reserve Boardall respects. So long as any of the Liabilities shall be outstandingoutstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, the Pledgor: each Pledgor (i) shall not, without the express prior written consent of the Lender sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase, or otherwise diminish or impair any of its rights in, to or under any of the Collateral; and (ii) shall execute deliver such Uniform Commercial Code financing statements and other documents (and pay the costs of filing and recording or re-filing and re-recording the same in all public offices reasonably deemed necessary or appropriate by the LenderCollateral Agent) and do such other acts and things, all as the Lender Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected, first priority perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities. Pledgor additionally represents ; (ii) will execute and warrants deliver to the Lender that this Agreement constitutes Collateral Agent such stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the legalCollateral Agent, valid as the Collateral Agent may reasonably request; and binding obligation (iii) will furnish each Benefited Party such information concerning such Pledgor's Collateral as such Benefited Party may from time to time reasonably request, and will permit any Benefited Party or any designee of a Benefited Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and other papers in the possession of such Pledgor which pertain to the Collateral, and will, upon the reasonable request of the PledgorCollateral Agent, enforceable against deliver to the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement Collateral Agent all of creditors' rights generally or by equitable principles relating to enforceabilitysuch records and papers.