Common use of Warranty of Title; Authority Clause in Contracts

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is the sole record and beneficial owner of, the Stock described in (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) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.

Warranty of Title; Authority. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1Section 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 Stock Securities described in (S)1 is Section 1 are validly issued, fully paid and non-assessableassessable (or the foreign equivalent thereof, as applicable), (cd) the 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 Stock 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 Stock Securities Collateral hereunder have been duly authorized by all necessary corporate corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of the such Pledgor's ’s charter documents or 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 the such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (de) the information set forth in Annex A ----- - hereto relating to the Stock 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. The 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 Banks Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Banks Secured Parties and the Administrative Agent, in such Stock Securities against the claims and demands of all other persons whomsoever. The Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock 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 Banks 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. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1Section 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 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 Subsidiary, (c) all of the Stock Securities described in (S)1 is Section 1 are validly issued, fully paid and non-assessableassessable (or the foreign equivalent thereof, as applicable), (cd) the 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 Stock 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 Stock Securities Collateral hereunder have been duly authorized by all necessary corporate corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of the such Pledgor's ’s charter documents or 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 the such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (de) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respectsrespects and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Subsidiary with respect to the Securities. The 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 Banks Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Banks Lenders and the Administrative Agent, in such Stock Securities against the claims and demands of all other persons whomsoever. The Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock 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 Banks Lenders and the Administrative Agent.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1§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) all of the Stock Securities described in (S)1 §1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's Company’s or Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor 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 (d) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Secured Party and security interest of the Agent, for the benefit of the Banks and the Agent, Secured Party in such Stock Securities against the claims and demands of all other persons Persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Party.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1§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) all of the Stock Securities described in (S)1 §1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's or the Subsidiary's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor 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 (d) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Secured Party and security interest of the Agent, for the benefit of the Banks and the Agent, Secured Party in such Stock Securities against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Party.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is has good and marketable title to the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Pledged Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Pledged Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which 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, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it (x) the Pledgor will defend the Agent's rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock 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. 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 Stock Pledged Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the Agent's rights, pledge and security interest thereof and therein of the Banks and the Agenttherein.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 ss.1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, Lender in such Stock against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent Lender hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentLender.

Warranty of Title; Authority. The Pledgor Holdings hereby represents and ---------------------------- warrants that: (ai) the Pledgor Holdings has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (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, (bii) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Holdings has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's Holdings' charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Holdings is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct ------- and complete in all respects. The Pledgor Holdings covenants that it will defend the rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Holdings further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is has good and marketable title to the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 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 grant of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws of the issuer or issuers thereof or of any judgment, decree or order of any tribunal or of any agreement or instrument to which 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. The Pledgor further warrants that he will have good and marketable title to any and all Stock Collateral hereafter pledged to the Company hereunder, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, and (d) except for any restrictions imposed by the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respectsSecurities Act. The Pledgor covenants that it will he shall defend the Company's rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock Collateral against the claims and demands of any and all other persons whomsoeverthird parties. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agenthe shall not enter into any agreement that conflicts with this Agreement.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock Equity Interests described in (S)1§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) all of the Stock Equity Interests described in (S)1 is §1 are validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's or any Subsidiary's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor 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 (d) the information set forth in Annex A ----- - hereto relating to the Stock Equity Interests is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Secured Party and security interest of the Agent, for the benefit of the Banks and the Agent, Secured Party in such Stock Equity Interests against the claims and demands of all other persons Persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Party.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is has good and marketable title to the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Pledged Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Pledged Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which 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, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it (x) the Pledgor will defend the Agent’s rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock 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. 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 Stock Pledged Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the Agent’s rights, pledge and security interest thereof and therein of the Banks and the Agenttherein.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1§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) all of the Stock Securities described in (S)1 §1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's Company’s or the Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor 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 (d) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Secured Party and security interest of the Agent, for the benefit of the Banks and the Agent, Secured Party in such Stock Securities against the claims and demands of all other persons Persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Party.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 ss.1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1Section 1 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) all of the Stock described in (S)1 Section 1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the Agent's rights of the Banks and the Agent and security interest of in the Stock pledged to the Agent, for the benefit of the Banks and the Agent, in such Stock hereunder against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the 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 Banks and the Agenttherein.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is the sole record and beneficial owner of, of the Stock described in (S)1Section 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) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene in any material respect any applicable law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any applicable judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the rights of the Banks Agent and the Agent other Holders of Secured Obligations and security interest of the Agent, for its benefit and the benefit of the Banks and the Agentother Holders of Secured Obligations, in such Stock against the claims and demands of all other persons Persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Agent and the Agentother Holders of Secured Obligations.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1§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) all of the Stock Securities described in (S)1 §1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's Company’s or each Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor 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 (d) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Secured Party and security interest of the Agent, for the benefit of the Banks and the Agent, Secured Party in such Stock Securities against the claims and demands of all other persons Persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Party.

Warranty of Title; Authority. The Pledgor Borrower hereby represents and ---------------------------- warrants that: (ai) the Pledgor Borrower has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (bii) all of the Stock described in (S)1 Section 1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Borrower has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorBorrower's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Borrower is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor Borrower covenants that it will defend the rights and security interest of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Borrower further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1Section 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) Pledgor has tendered to Bank the consent of any other partner of any Subsidiary which is a partnership or member or manager of any Subsidiary which is a limited liability company deemed necessary or appropriate by Pledgor for consummation of the transactions contemplated hereby, (c) all of the Stock Securities described in (S)1 is Section 1 are validly issued, fully paid and non-assessableassessable (or the foreign equivalent thereof, as applicable), (cd) the Pledgor has full 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 Stock 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 Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's ’s charter documents or 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 the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (de) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Pledgor covenants that it will defend the rights of the Banks and the Agent Bank and security interest of the Agent, for the benefit of the Banks and the Agent, Bank in such Stock Securities against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Agent Bank hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentBank.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (ai) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (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, (bii) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Noteholders and security interest of the Collateral Agent, for the benefit of the Banks and the AgentNoteholders, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Noteholders and the Collateral Agent.

Warranty of Title; Authority. The Pledgor Each 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) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Equity Interests pledged by such Pledgor herewith as described in (S)1§ 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) all of the Stock described in (S)1 is validly issued, fully paid (other than Equity Interests of limited liability companies) and non-assessable, (c) the nonassessable (other than Equity Interests of limited liability companies), (iii) such Pledgor has full 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 Stock Securities Collateral pledged by such Pledgor pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the any Pledgor's charter documents ’s Organizational Documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the 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 (div) 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 Stock Securities is true, correct and complete in all respects. The Pledgor Each of the Pledgors covenants that (i) as of the Closing Date such Pledgor’s chief executive office location and principal place of business is as set forth on Schedule 1 hereto, at which location its books and records (including records concerning the Scheduled Equity Interests) are kept, (ii) it will notify the Administrative Agent at such times as the Administrative Agent may reasonably request, of any change in the location of its chief executive offices or the locations where its books and records (including records concerning the Securities Collateral) are kept, and (iii) it will defend the rights of the Banks Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Banks and the AgentLenders, in such Stock Securities against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.

Warranty of Title; Authority. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) such Pledgor has good and marketable title to the Pledgor is the sole record and beneficial owner of, the Stock described in (S)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) all other than the entry of the Stock described 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 (S)1 is validly issuedconnection with the execution, fully paid delivery or performance by, or enforcement against, such Pledgor of this Agreement or any other Loan Document, except for such as have been obtained or made and non-assessableare in full force and effect, (c) the Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement has been duly executed and to pledge delivered by each Pledgor, constitutes a legal, valid and grant a security interest in all binding obligation of the Stock Collateral pursuant to this Agreementsuch Pledgor, and the is enforceable against Pledgor in accordance with its terms, and (d) execution, delivery and performance hereof and the pledge by each Pledgor of and granting of a security interest in the Stock Collateral hereunder have this Agreement has been duly authorized by all necessary corporate or other action organizational action, and do does not (i) contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or terms of any judgmentof such Pledgor’s Organization Documents; (ii) conflict with or result in any breach, decree termination, or order of contravention of, or constitute a default under, or require any tribunal or of payment to be made under (A) any agreement or instrument Material Indebtedness to which the 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 subject; (iii) result in or affected require the creation of any Lien upon any asset of any Pledgor (other than Liens in favor of the Pledgees hereunder or constitute a default thereunder, and under the DIP Orders); or (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respectsviolate any Law. The Each Pledgor covenants that it such Pledgor will defend the each Pledgee’s rights of the Banks and the Agent and security interest of in the Agent, for the benefit of the Banks and the Agent, in such Stock Cash Collateral against the claims and demands of all other persons whomsoever. The 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 Stock Cash Collateral hereafter pledged or assigned or in which a security interest Lien is granted to the 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 Banks and the Agenttherein.

Warranty of Title; Authority. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (S)1§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) such Pledgor has tendered to the Collateral Agent the consent of any other partner of any Subsidiary which is a partnership or member or manager of any Subsidiary which is a limited liability company deemed necessary or appropriate by such Pledgor for consummation of the transactions contemplated hereby, (c) all of the Stock Securities described in (S)1 is §1 are validly issued, fully paid and non-assessableassessable (or the foreign equivalent thereof, as applicable), (cd) the such Pledgor has full 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 Stock 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 Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the such Pledgor's ’s charter documents or 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 the 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 (de) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete as of the date hereof in all material respects. The Each Pledgor covenants that it will defend the rights of the Banks Holders and the Collateral Agent and security interest of the Collateral Agent, for the benefit of the Banks Holders and the Collateral Agent, in such Stock Securities against the claims and demands of all other persons whomsoever. The Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged or in which a security interest is granted to the Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Holders and the Collateral Agent.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: ---------------------------- (ai) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1Section 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, (bii) all of the Stock described in (S)1 Section 1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, ----- - correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Agent Noteholders and security interest of the Collateral Agent, for the benefit of the Banks and the AgentNoteholders, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentNoteholders.

Warranty of Title; Authority. The Pledgor Company hereby represents and warrants ---------------------------- warrants that: (ai) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1S).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, (bii) all of the Stock described in (S)1 S).1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, ----- - correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks Banks, the CP Holders, the Administrative Agent and the Agent and security interest of the Agent, for the benefit of the Banks Banks, the CP Holders, the Administrative Agent and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Banks, the CP Holders, the Administrative Agent and the Agent.

Warranty of Title; Authority. The Pledgor Each Grantor hereby represents and ---------------------------- warrants to the Secured Parties that: (ai) the Pledgor such Grantor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)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, (bii) all of the Stock described in (S)1 §1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor such Grantor has full 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 its Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the its Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's such Grantor’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor such Grantor is a party or by which it or any of its their property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants Grantors covenant that it they will defend the rights of the Banks and the Agent Secured Parties and security interest of the Collateral Agent, for the benefit of the Banks and the AgentSecured Parties, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Grantors further covenants covenant that it they will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged by the Grantors or in which a security interest is granted to the Collateral Agent hereunder by the Grantors and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the AgentSecured Parties.

Warranty of Title; Authority. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock Securities described in (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) all of the Stock Securities described in (S)1 is are validly issued, issued fully paid and non-assessable, (c) the such Pledgor has full 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 Stock 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 Stock Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock Securities is true, correct and complete in all respects. The Each Pledgor covenants that it will defend the rights of the Banks Administrative Agent and the Agent Lenders and security interest of the Administrative Agent, for the benefit of the Banks Lenders and the Administrative Agent, in such Stock Securities against the claims and demands of all other persons whomsoever. The Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock 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 Banks and the Administrative Agent.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1Section 1 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) all of the Stock described in (S)1 Section 1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the Agent's rights of the Banks and the Agent and security interest of in the Stock pledged to the Agent, for the benefit of the Banks and the Agent, in such Stock hereunder against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the 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 Banks and the Agenttherein.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (ai) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1S).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, (bii) all of the Stock described in (S)1 S).1 is validly issued, fully paid and non-assessable, (ciii) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (div) the information set forth in Annex A hereto ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks Banks, the CP Holders, the Administrative Agent and the Agent and security interest of the Agent, for the benefit of the Banks Banks, the CP Holders, the Administrative Agent and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Banks, the CP Holders, the Administrative Agent and the Agent.

Warranty of Title; Authority. The Each Pledgor hereby represents and ---------------------------- warrants that: (a) the such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the its Stock described in (S)1Section 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) all of the its Stock described in (S)1 Section 1 is validly issued, fully paid and non-assessable, (c) the such Pledgor has full 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 its Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the its Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the such Pledgor's charter documents or by-laws Governing Documents or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex ANNEX A ----- - hereto relating to the its Stock is true, correct and complete in all respects. The Each Pledgor covenants that it will defend the rights of the Banks Lenders and the Agent and security interest of the Agent, for the benefit of the Banks Lenders and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the its respective Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks Lenders and the Agent.

Warranty of Title; Authority. The Pledgor Company hereby represents and ---------------------------- warrants that: (a) the Pledgor Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)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) all of the Stock described in (S)1 ss.1 is validly issued, fully paid and non-assessable, (c) the Pledgor Company has full 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 Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the PledgorCompany's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex ANNEX A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor Company covenants that it will defend the rights of the Banks and the Collateral Agent and security interest of the Agent, for the benefit of the Banks and the Agent, Collateral Agent in such Stock against the claims and demands of all other persons whomsoever. The Pledgor Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Collateral Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Collateral Agent.

Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor it has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in (S)1Securities pledged 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) all of the Stock described in (S)1 is Securities pledged by it hereunder are validly issued, fully paid and non-assessable, (c) the Pledgor it has full 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 Stock Securities Collateral pursuant to this Agreementpledged by it hereunder, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Securities Collateral pledged by it hereunder have been duly authorized by all necessary corporate or other action and do not (x) contravene in any material respect any law, rule or regulation or regulation, (y) contravene any provision of the Pledgor's charter its governing documents or by-laws laws, or (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 the 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 (d) the information set forth in Annex Exhibit A ----- - hereto relating to the Stock Securities Collateral pledged by it herein is true, correct and complete in all material respects. The Pledgor covenants that it will defend the rights of the Banks Credit Support Provider and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, Credit Support Provider in such Stock Securities against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Securities Collateral hereafter pledged by it or in which a security interest is granted to the Agent Credit Support Provider hereunder and will likewise defend the rights, pledge and security interest thereof and therein of or the Banks and the AgentCredit Support Provider.