Common use of Warranty of Title; Authority Clause in Contracts

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each The Pledgor hereby represents and ---------------------------- warrants that: : (a) such the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are (S)1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such the Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such the Pledgor’s 's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A ----- - hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the rights of the Secured Parties Banks and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Banks and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is to the sole record and beneficial owner of, the Securities described in Section 1, Pledged Collateral subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances Liens except the pledge and security interest created by this AgreementAgreement and any other Permitted Liens, and (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its the Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Securities Pledged Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Pledged Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it the Pledgor or any of its the Pledgor's property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it (x) the Pledgor will defend the Agent's rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, in such Securities Pledged Collateral against the claims and demands of all other persons whomsoever; (y) except as permitted by the Credit Agreement, the Pledgor is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement and the other Financing Documents, which restricts in any manner the rights of any present or future holder of any of the Pledged Collateral with respect thereto, and (z) upon the delivery of the Pledged Collateral, the Agent will have a valid and perfected security interest in the Pledged Collateral subject to no prior lien. Each The Pledgor further covenants that it the Pledgor will have the like legal title to and the right to pledge and grant a security interest in the Securities Pledged Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the Agent's rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assettherein.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section §1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgorthe Company’s or Subsidiary’s charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Party and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Party in such Securities against the claims and demands of all other persons Persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParty.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are ss.1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such the Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such the Pledgor’s 's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Lender in such Securities Stock against the claims and demands of all other persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Lender hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetLender.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers Subsidiaries which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such IssuerSubsidiary, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, respects and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer Subsidiary with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Lenders and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section §1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's or the Subsidiary's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or the Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Party and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Party in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParty.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 11 hereof and pledged to the Agent, for the benefit of the Banks and the Agent, hereunder, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such the Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such the Pledgor’s 's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the Agent's rights of the Secured Parties and the Administrative Agent and security interest of in the Administrative Stock pledged to the Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, in such Securities hereunder against the claims and demands of all other persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Agent, for the benefit of the Banks and the Agent, hereunder and will likewise defend the Agent's rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assettherein.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section §1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgorthe Company’s or the Subsidiary’s charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or the Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Party and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Party in such Securities against the claims and demands of all other persons Persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParty.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, of the Securities Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions options or other encumbrances except the pledge and security interest created by this Agreement, in favor of the Agent on behalf of itself and the other Holders of Secured Obligations pursuant to the Loan Documents and (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene in any material respect any applicable law, rule or regulation or any provision of such the Pledgor’s 's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any applicable judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the rights of the Secured Parties Agent and the Administrative Agent other Holders of Secured Obligations and security interest of the Administrative Agent, for its benefit and the benefit of the other Holders of Secured Parties and the Administrative AgentObligations, in such Securities Stock against the claims and demands of all other persons Persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Agent and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting other Holders of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetSecured Obligations.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section §1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgorthe Company’s or each Subsidiary’s charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or each Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Party and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Party in such Securities against the claims and demands of all other persons Persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParty.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such Pledgor it has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1pledged hereunder, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 pledged by it hereunder are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor it has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreementpledged by it hereunder, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral pledged by it hereunder have been duly authorized by all necessary corporate, limited liability company or other corporate action and do not (x) contravene in any material respect any law, rule or regulation or regulation, (y) contravene any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, its governing documents or by-laws laws, or other (z) contravene in any material respect any governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor it is a party or by which it or any of its property is bound or affected or constitute a default thereunder, thereunder and (ed) the information set forth in Annex Exhibit A hereto relating to the Securities Collateral pledged by it herein is true, correct and complete in all material respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the rights of the Secured Parties Credit Support Provider and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Credit Support Provider in such Securities against the claims and demands of all other persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged by it or in which a security interest is granted to the Administrative Agent Credit Support Provider hereunder and will likewise defend the rights, pledge and security interest thereof and therein of or the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetCredit Support Provider.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement or Permitted Liens described in clauses (b) and (h) of the definition thereof, (b) with respect Pledgor has tendered to Issuers Bank the consent of any other partner of any Subsidiary which are partnerships and is a partnership or member or manager of any Subsidiary which is a limited liability companies, such company deemed necessary or appropriate by Pledgor is a duly constituted partner or member, as for consummation of the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuertransactions contemplated hereby, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties and the Administrative Agent Bank and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Bank in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Bank hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetBank.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 11 hereof and pledged to the Agent, for the benefit of the Banks and the Agent, hereunder, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement and a subordinated pledge and security interest in favor of the Trustee for the benefit of the holders of the Senior Secured Notes pursuant to the Senior Secured Note Documents, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such the Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such the Pledgor’s 's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will defend the Agent's rights of the Secured Parties and the Administrative Agent and security interest of in the Administrative Stock pledged to the Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, in such Securities hereunder against the claims and demands of all other persons whomsoever. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Agent, for the benefit of the Banks and the Agent, hereunder and will likewise defend the Agent's rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assettherein.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is to the sole record and beneficial owner of, the Securities described in Section 1Cash Collateral, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances or other adverse claims except the pledge pledge, assignment and security interest created by this Agreement, (b) other than the entry of the DIP Orders, 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 respect to Issuers which are partnerships and limited liability companiesthe execution, delivery or performance by, or enforcement against, such Pledgor is a duly constituted partner of this Agreement or memberany other Loan Document, except for such as the case may be, of such partnership have been obtained or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuermade and are in full force and effect, (c) all this Agreement has been duly executed and delivered by each Pledgor, constitutes a legal, valid and binding obligation of the Securities described such Pledgor, and is enforceable against Pledgor in Section 1 are validly issuedaccordance with its terms, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge by each Pledgor of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have this Agreement has been duly authorized by all necessary corporate, limited liability company corporate or other action organizational action, and do does not (i) contravene the terms of any law, rule or regulation or any provision of such Pledgor’s charter documentsOrganization Documents; (ii) conflict with or result in any breach, operating agreementtermination, partnership agreementor contravention of, by-laws or other governing document constitute a default under, or of require any judgment, decree or order of payment to be made under (A) any tribunal or of any agreement or instrument Material Indebtedness to which such Pledgor is a party or by which it affecting such Pledgor or the properties of such Pledgor or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Pledgor or its property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, subject; (iii) is an investment company security, result in or require the creation of any Lien upon any asset of any Pledgor (other than Liens in favor of the Pledgees hereunder or under the DIP Orders); or (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereofviolate any Law. Each Pledgor covenants that it such Pledgor will defend the each Pledgee’s rights of the Secured Parties and the Administrative Agent and security interest of in the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, in such Securities Cash Collateral against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it such Pledgor will have the like title to and right to pledge and grant a security interest assign and xxxxx x Xxxx in the Securities Cash Collateral hereafter pledged or assigned or in which a security interest Lien is granted to the Administrative Agent each Pledgee hereunder and will likewise defend the each Pledgee’s rights, pledge pledge, assignment and security interest Lien thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assettherein.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is to the sole record and beneficial owner of, the Securities described in Section 1Shares, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, and except for any restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and (c) the execution, delivery and performance hereof of this Agreement by the Pledgor and the pledge of and granting and enforcement (where applicable) grant of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the charter documents, operating agreement, partnership agreement, or by-laws of the issuer or other governing document issuers thereof or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it he or any of its his property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating . The Pledgor further warrants that he will have good and marketable title to any and all Stock Collateral hereafter pledged to the Securities is trueCompany hereunder, correct subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and complete in all respectssecurity interest created by this Agreement, and (f) such Pledgor has no obligation to make except for any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of restrictions imposed by the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetAct. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it will he shall defend the Company's rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, in such Securities Stock Collateral against the claims and demands of any and all other persons whomsoeverthird parties. Each The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants he shall not enter into any agreement that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assetconflicts with this Agreement.

Warranty of Title; Authority. Each Pledgor Grantor hereby represents and warrants to the Secured Parties that: (ai) such Pledgor Grantor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1Annex A as being owned by such Grantor, subject to no pledges, liensLiens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement and Permitted Prior Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section §1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor Grantor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities its Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities its Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such PledgorGrantor’s charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor Grantor is a party or by which it or any of its their property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants The Grantors covenant that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it they will defend the rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Collateral Agent, for the benefit of the Secured Parties and the Administrative AgentParties, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Grantors further covenants covenant that it they will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged by the Grantors or in which a security interest is granted to the Administrative Collateral Agent hereunder by the Grantors and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParties.

Warranty of Title; Authority. Each The Pledgor hereby represents and warrants that: (a) such the Pledgor has good and marketable title to, and is to the sole record and beneficial owner of, the Securities described in Section 1, Pledged Collateral subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, and (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its the Pledgor’s obligations under this Agreement and to pledge and grant a security interest in all of the Securities Pledged Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Pledged Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such the Pledgor is a party or by which it the Pledgor or any of its the Pledgor’s property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each The Pledgor covenants that it (x) the Pledgor will defend the Agent’s rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, in such Securities Pledged Collateral against the claims and demands of all other persons whomsoever; (y) except as permitted by the Credit Agreement, the Pledgor is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement and the other Financing Documents, which restricts in any manner the rights of any present or future holder of any of the Pledged Collateral with respect thereto, and (z) upon the delivery of the Pledged Collateral, the Agent will have a valid and perfected security interest in the Pledged Collateral subject to no prior lien. Each The Pledgor further covenants that it the Pledgor will have the like legal title to and the right to pledge and grant a security interest in the Securities Pledged Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the Agent’s rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Assettherein.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1(S)1, subject to no free and clear of pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Pledge Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 (S)1 are validly issued, issued fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Pledge Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Pledge Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties Administrative Agent and the Administrative Agent Lenders and security interest of the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions (other than restrictions contained in the operating agreements of the pledged entities, which restrictions do not limit the pledge and security interest created by this Agreement) or other encumbrances except the pledge and security interest created by this Agreement or as otherwise permitted under the Purchase Agreement, (b) with respect such Pledgor has tendered to Issuers the Collateral Agent the consent of any other partner of any Subsidiary which are partnerships and is a partnership or member or manager of any Subsidiary which is a limited liability companies, company deemed necessary or appropriate by such Pledgor is a duly constituted partner or member, as for consummation of the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuertransactions contemplated hereby, (c) all of the Securities described in Section §1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, thereunder and (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete as of the date hereof in all material respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties Holders and the Administrative Collateral Agent and security interest of the Administrative Collateral Agent, for the benefit of the Secured Parties Holders and the Administrative Collateral Agent, in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Holders and the Administrative Collateral Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are ss.1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex ANNEX A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Collateral Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Collateral Agent in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Collateral Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and ---------------------------- warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Stock described in Section 1 are (S)1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)non- assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities Stock is true, ----- - correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties Banks and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Banks and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor of the Pledgors hereby represents and warrants that: that (awhich representation and warranty with respect to Equity Interests of any Subsidiary that is not a Loan Party is limited to such Pledgor’s knowledge): (i) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities Equity Interests pledged by such Pledgor herewith as described in Section § 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement and Liens not prohibited by § 7.01 of the Credit Agreement, (ii) all of the Scheduled Equity Interests described in § 1 are (a) validly issued, (b) with respect to Issuers which are partnerships and fully paid (other than Equity Interests of limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, ) and (c) all nonassessable (other than Equity Interests of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicablelimited liability companies), (diii) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its such Pledgor’s obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pledged by such Pledgor pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such any Pledgor’s charter documents, operating agreement, partnership agreement, by-laws Organizational Documents or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such any Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunderthereunder except as otherwise provided in § 5.02 of the Credit Agreement, and (eiv) the information set forth in Annex A Schedule 2 (as such Schedule may be amended by such Pledgor delivering an amended schedule to the Administrative Agent) hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests Pledgors covenants that (i) as of the Closing Date such Pledgor’s chief executive office location and principal place of business is dealt in or traded as set forth on a securities exchange or in a securities marketSchedule 1 hereto, at which location its books and records (including records concerning the Scheduled Equity Interests) are kept, (ii) by it will notify the Administrative Agent at such times as the Administrative Agent may reasonably request, of any change in the location of its terms expressly provides that it is a security governed by Article 8 of chief executive offices or the UCClocations where its books and records (including records concerning the Securities Collateral) are kept, and (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative AgentLenders, in such Securities against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (ai) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section 1 are (S)1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Noteholders and security interest of the Administrative Collateral Agent, for the benefit of the Secured Parties and the Administrative AgentNoteholders, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Noteholders and the Administrative Collateral Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants ---------------------------- that: (ai) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S).1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section 1 are (S).1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto relating to the Securities Stock is true, ----- - correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties Banks, the CP Holders, the Administrative Agent and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks, the CP Holders, the Administrative Agent and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and Banks, the Administrative Agent. Each Pledgor further covenants that such Pledgor shall notCP Holders, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetAgent.

Warranty of Title; Authority. Each Pledgor The Borrower hereby represents and warrants that: (ai) such Pledgor the Borrower has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section 1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor the Borrower has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Borrower's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Borrower is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Borrower covenants that it will defend the rights of the Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, Agent in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Borrower further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Banks and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities its Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities its Stock described in Section 1 are is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities its Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities its Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document 's Governing Documents or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex ANNEX A hereto relating to the Securities its Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the Secured Parties Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Lenders and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities its respective Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Lenders and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor Holdings hereby represents and ---------------------------- warrants that: : (ai) such Pledgor Holdings has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section 1 are (S)1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor Holdings has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s Holdings' charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor Holdings is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto relating to the Securities Stock is true, correct ------- and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor Holdings covenants that it will defend the rights of the Secured Parties Banks and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor Holdings further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties Banks and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and ---------------------------- warrants that: (ai) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in Section 1(S).1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (cii) all of the Securities Stock described in Section 1 are (S).1 is validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (diii) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (eiv) the information set forth in Annex A hereto ----- - relating to the Securities Stock is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties Banks, the CP Holders, the Administrative Agent and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Secured Parties Banks, the CP Holders, the Administrative Agent and the Administrative Agent, in such Securities Stock against the claims and demands of all other persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and Banks, the Administrative Agent. Each Pledgor further covenants that such Pledgor shall notCP Holders, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetAgent.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Equity Interests described in Section §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this AgreementAgreement and Permitted Liens, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities Equity Interests described in Section §1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable)assessable, (dc) such Pledgor the Company has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s the Company's or any Subsidiary's charter documents, operating agreement, partnership agreement, documents or by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or any Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (ed) the information set forth in Annex A hereto relating to the Securities Equity Interests is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes each of the representations and warranties applicable to it under the Credit Agreement and each other Loan Document, and each such representation and warranty is hereby incorporated herein by reference and made a part hereof. Each Pledgor The Company covenants that it will defend the rights of the Secured Parties and the Administrative Agent Party and security interest of the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, Party in such Securities Equity Interests against the claims and demands of all other persons Persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial AssetParty.