Exhibit
      10.5

    


    SECOND
      AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of November 25,
      2008, made by DREW INDUSTRIES INCORPORATED, a Delaware corporation (the
      "Company"), KINRO, INC., an Ohio corporation ("Kinro"), LIPPERT COMPONENTS,
      INC., a Delaware corporation ("LCI") (LCI and Kinro, the "Borrowers"), and
      LIPPERT TIRE & AXLE, INC., a Delaware corporation ("LTA"), the Company,
      together with the Borrowers and LTA, the "Stock Pledgors"), KINRO HOLDING,
      INC.,
      a New York corporation ("KHI"), LIPPERT TIRE & AXLE HOLDING, INC., a New
      York corporation and LIPPERT HOLDING, INC., a New York corporation ("LCT")
      ("LTHI"; together with KHI and LCT, the "Partnership Pledgors") (each of the
      Company, Kinro, Shoals, KHI and LTHI being referred to herein as a "Pledgor")
      in
      favor of JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), as collateral
      agent (in such capacity, the "Collateral Agent") for the Secured Parties (as
      defined in the Credit Agreement referred to below). 

     

    Reference
      is hereby made to the Second Amended and Restated Credit Agreement dated as
      of
      November 25, 2008 (as amended, supplemented, or modified from time to time,
      the
      "Credit Agreement") among the Borrowers, the financial institutions party
      thereto as lenders (the "Lenders") and JPMorgan Chase Bank, N.A. (f/k/a JPMorgan
      Chase Bank), as agent (in such capacity, the "Administrative Agent"). Terms
      used
      herein as defined terms and not otherwise defined herein shall have the meanings
      given thereto in the Credit Agreement. Reference is further made to the Amended
      and Restated Pledge and Security Agreement dated as of February 11, 2005 between
      the Pledgors and the Collateral Agent (as thereafter amended and supplemented
      from time to time, the "Amended and Restated Pledge Agreement"), which
      instrument the parties agree is being amended and restated hereby.

     

    The
      Lenders have agreed to make Loans to the Borrowers upon the terms and subject
      to
      the conditions specified in the Credit Agreement. Each Pledgor other than the
      Borrowers has guaranteed the Obligations of the Borrowers. The obligations
      of
      the Lenders to make Loans are conditioned on, among other things, the execution
      and delivery by the Pledgors of an agreement in the form hereof.

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

    Section
      1.01. Definitions. In
      addition to the terms defined above, the following words and terms shall have
      the respective meanings, and it is hereby agreed with respect thereto, as
      follows:

     

    "Agreement"
      shall mean this Pledge and Security Agreement, as it shall be amended,
      supplemented or otherwise modified from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Obligations"
      shall mean, collectively, (a) the due and punctual payment of (i) the principal
      of, and interest (including interest accruing during the pendency of any
      bankruptcy, insolvency, receivership or other similar proceeding, regardless
      of
      whether allowed or allowable in such proceeding) on the Loans when and as due,
      whether at maturity, by acceleration, upon one or more dates set for repayment
      or prepayment or otherwise, (ii) each payment required to be made by the
      Borrowers under the Credit Agreement in respect of the Letter of Credit when
      and
      as due, including payments in respect of reimbursement of disbursements,
      interest thereon and obligations to provide cash collateral and (iii) all other
      monetary obligations, including fees, costs, expenses and indemnities, whether
      primary, secondary, direct, contingent, fixed or otherwise (including monetary
      obligations incurred during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding), (x) of the Borrowers under the Credit Agreement,
      (y) of the Guarantors under the Guarantee Agreements, (z) of the Borrowers
      and
      of the other Credit Parties under any other Loan Documents (including this
      Agreement) to which the Borrowers or such other Credit Parties are or are to
      be
      parties, and (aa) of the Borrowers (or either of them) to any Lender as an
      Interest Rate Protection Merchant under or in respect of any Interest Rate
      Hedging Agreement now or hereafter in effect, and (b) the due and punctual
      performance of all covenants, agreements, obligations and liabilities of the
      Borrowers under or pursuant to the Credit Agreement and of the Borrowers and
      of
      the other Credit Parties under the other Loan Documents (including the Guarantee
      Agreements and this Agreement) and or under any Interest Rate Hedging Agreement
      now or hereafter in effect.

     

    "Partner"
      shall mean any partner or member in a Partnership.

     

    "Partnership"
      shall have the meaning given thereto in Schedule
      II
      hereto.

     

    "Partnership
      Documents" shall have the meaning given thereto in Schedule
      II
      hereto.

     

    ARTICLE
      II

     

    Section
      2.01. Pledge
      and Grant of Security Interest.

     

    (a) As
      security for the payment and performance in full of its Obligations, each
      Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates,
      pledges, sets over and delivers unto the Collateral Agent and grants (and hereby
      reconfirms such grant under the Original Security Agreement), to the Collateral
      Agent for its benefit and for the ratable benefit of the Secured Parties, a
      first priority security interest in (i) the shares of capital stock listed
      below
      the name of such Pledgor on Schedule
      I
      and any
      shares of stock of any Subsidiary obtained in the future by such Pledgor and
      the
      certificates representing all such shares (the "Pledged Stock"), (ii) all of
      such Pledgor's respective partnership and membership interests and related
      rights described in Schedule
      II
      and any
      partnership or membership interests or other equity interests in any Subsidiary
      obtained in the future by such Pledgor (the "Pledged Interests"), (iii) all
      other property that may be delivered to and held by the Collateral Agent
      pursuant to the terms hereof, (iv) subject to Section 2.05, all payments of
      dividends and distributions, including, without limitation, all cash,
      instruments and other property (including, without limitation, any security
      entitlements or investment property), from time to time received, receivable
      or
      otherwise paid or distributed, in respect of, or in exchange for or upon the
      conversion of the securities and other property referred to in clauses (i),
      (ii), or (iii) above, (v) subject to Section 2.05, all rights and privileges
      of
      such Pledgor with respect to the securities (including, without limitation,
      any
      securities entitlements) and other property referred to in clauses (i), (ii),
      (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts
      or other safekeeping accounts in which any of the foregoing property (and any
      property described in the following clauses (vii) and (viii)) may be deposited
      or held in, and any security entitlements or other rights relating thereto,
      (vii) any securities (as defined in the New York Uniform Commercial Code (the
      “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined
      in the UCC) of any of the foregoing (the items referred to in clauses (i)
      through (vii) above being collectively referred to as the "Collateral"). The
      Collateral Agent acknowledges that the security interest in the Collateral
      granted herein ranks equally with and shall be pari passu with the security
      interest in the Collateral granted to the Trustee pursuant to the pledge
      agreement entered into pursuant to the Prudential Pledge and Security Agreement
      and that the respective rights of the Collateral Agent and the Trustee with
      respect to the Collateral shall be subject to the terms and conditions of the
      Prudential Intercreditor Agreement.

     

    
      
        
        

      

      
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    (b) Upon
      delivery to the Collateral Agent, any stock certificates, notes or other
      securities now or hereafter included in the Collateral (the "Pledged
      Securities") shall be accompanied by undated stock powers duly executed in
      blank
      or other instruments of transfer satisfactory to the Collateral Agent and by
      such other instruments and documents as the Collateral Agent may request.
      Without limiting Section 2.02(b), (i) all other property comprising part of
      the
      Collateral shall be accompanied by proper instruments of assignment duly
      executed by the applicable Pledgor and such other instruments or documents
      as
      the Collateral Agent may request, and (ii) upon the grant of a security interest
      in partnership or membership interests or other equity interests in any Person
      now or hereafter included in the Collateral, there shall be executed and
      delivered to the Collateral Agent such instruments of consent, waiver, and
      recognition, from the issuer and other equity holders thereof (having provisions
      comparable to the Consent, Waiver and Recognition Agreement in substantially
      the
      form of Exhibit
      2.01
      hereto)
      and such other instruments and documents (including Uniform Commercial Code
      financing statements duly executed in proper form for filing in such offices
      as
      the Collateral Agent shall require) as the Collateral Agent may request. Each
      delivery of Pledged Securities and each such grant of a security interest shall
      be accompanied by a schedule describing the securities, securities entitlements,
      investment property and equity interests theretofore and then being pledged
      hereunder, which schedule shall be attached hereto as Schedule
      I
      or
Schedule
      II,
      as
      applicable, and made a part hereof (provided that the failure to deliver any
      such schedule shall not impair the security interest hereunder of the Collateral
      Agent in any Pledged Securities or Pledged Interests). Each schedule so
      delivered (except to the extent in error) shall supersede any prior schedules
      so
      delivered.

     

    Section
      2.02. Deliveries.

     

    (a) Each
      Pledgor agrees promptly to (i) deliver or cause to be delivered to the
      Collateral Agent any and all Pledged Securities, and any and all certificates
      or
      other instruments or documents representing Collateral, and any other
      instruments referred to in Section 2.01(b)(i) endorsed to the Collateral Agent
      or in blank by an effective endorsement, or (ii) cause the certificate to be
      registered in the name of the Collateral Agent, upon original issue or
      registration of transfer by the issuer thereof.

     

    
      
        
        

      

      
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    (b) Upon
      execution and delivery hereof there shall be delivered to the Collateral Agent
      a
      duly executed Consent, Waiver, and Recognition Agreement in substantially the
      form of Exhibit
      2.01
      hereto
      in respect of each Partnership (with any appropriate changes for the pledge
      of a
      membership interest in a limited liability company).

     

    (c) With
      respect to such of the Collateral as constitutes an uncertificated security,
      (i)
      the Pledgor agrees to cause the issuer to register the Collateral Agent as
      the
      registered owner thereof, upon original issue or registration of transfer or
      (ii) the issuer agrees that it will comply with instructions with respect to
      such uncertificated security originated by the Collateral Agent without further
      consent of the registered owner.

     

    (d) With
      respect to such of the Collateral as constitutes a "security entitlement" as
      defined in Article 8 of the UCC, the Pledgor agrees to cause the securities
      intermediary to indicate by book entry that such security entitlement has been
      credited to a securities account of the Collateral Agent.

     

    (e) If
      any
      amount payable under or in connection with any of the Collateral shall be or
      become evidenced by any note or other instrument (other than an instrument
      which
      constitutes chattel paper under the UCC), such note or other instrument shall
      be
      immediately pledged hereunder and a security interest therein hereby granted
      to
      Collateral Agent, and the same shall be duly endorsed without recourse or
      warranty in a manner reasonably acceptable to Collateral Agent and be delivered
      to Collateral Agent. If at any time Pledgor’s right or interest in any of the
      Collateral becomes an interest in real property, Pledgor immediately shall
      execute, acknowledge and deliver to Collateral Agent such further documents
      as
      the Collateral Agent reasonably deems necessary or advisable to create a first
      priority perfected mortgage lien in favor of the Collateral Agent in such real
      property interest.

     

    Section
      2.03. Representations;
      Warranties; Covenants.
      Each
      Pledgor hereby represents, warrants and covenants, to and with the Collateral
      Agent that:

     

    (a) (i)
      the
      Pledged Stock has been delivered to the Collateral Agent in pledge hereunder,
      and represents that percentage as set forth on Schedule
      I
      of the
      issued and outstanding shares of each class of the capital stock of the issuer
      with respect thereto; and (ii) a first priority security interest in the Pledged
      Interests has been granted to the Collateral Agent hereunder, and the Pledged
      Interests represent the interests in the Partnerships as set forth in
Schedule
      II;
      

     

    (b) each
      Pledgor (i) is and will at all times continue to be the direct owner,
      beneficially and of record, of the Collateral indicated on Schedule
      I
      or
Schedule
      II
      to be
      owned by such Pledgor, (ii) holds the same free and clear of all Liens, except
      for the security interest granted in the Collateral hereunder and except for
      the
      security interest which the Pledgor has concurrently herewith granted to the
      Trustee for the holders of the Prudential Notes for the benefit thereof on
      an
      equal priority and pari passu
      basis
      with the security interest created hereunder for so long as the Prudential
      Intercreditor Agreement is in effect, (iii) will make no assignment, pledge,
      hypothecation or transfer of or create or suffer to exist any security interest
      in or other Lien on, the Collateral, other than pursuant hereto, and (iv)
      subject to Section 2.05, will cause any and all Collateral to be forthwith
      deposited with the Collateral Agent and pledged or otherwise subject to the
      security interest created hereunder;

     

    
      
        
        

      

      
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    (c) each
      Pledgor (i) has the power and authority to pledge or grant a security interest
      in the Collateral in the manner hereby done or contemplated and (ii) will defend
      its title or interest thereto or therein and the Lien of the Collateral Agent
      for the ratable benefit of the Secured Parties against any and all other Liens,
      however arising, of all Persons whomsoever.

     

    (d) no
      consent or approval (i) of any Governmental Authority or any securities exchange
      or (ii) of any other Person except any such Person whose consent has been
      obtained in writing and delivered to the Collateral Agent, was or is necessary
      to the validity of the pledge or grant of a security interest effected
      hereby;

     

    (e) (i)
      when
      the Pledged Securities, certificates, instruments or other documents
      representing or evidencing the Collateral are delivered to the Collateral Agent
      in accordance with this Agreement, the Collateral Agent will have a valid and
      perfected first Lien upon and security interest in such Pledged Securities
      as
      security for the payment and performance of the Obligations; and (ii) when
      Uniform Commercial Code Financing Statements in the form of Exhibit
      2.03
      hereto
      naming the appropriate Pledgor in accordance with Schedule
      II
      as
      debtor and the Collateral Agent as secured party are filed in the respective
      offices as set forth in Schedule 2.03 hereto, the Collateral Agent will have
      a
      valid and perfected first Lien upon and security interest in such Pledged
      Interests as security for the payment and performance of the
      Obligations;

     

    (f) the
      pledge and the grant of a security interest effected hereby are effective to
      vest in the Collateral Agent, on behalf of itself and the Secured Parties,
      the
      rights of the Collateral Agent in the Collateral as set forth
      herein.

     

    Section
      2.04. Registration
      in Nominee Name, Denominations; Further Assurances.

     

    (a) The
      Collateral Agent, on behalf of itself and the Secured Parties, shall have the
      right (in its sole and absolute discretion) to hold the Pledged Securities
      and
      Pledged Interests in its own name, the name of its nominee or the name of the
      applicable Pledgor, endorsed or assigned in blank or in favor of the Collateral
      Agent. Each Pledgor will promptly give to the Collateral Agent copies of any
      notices or other communications received by it with respect to Pledged
      Securities or Pledged Interests. The Collateral Agent shall at all times have
      the right to exchange the certificates representing Pledged Securities for
      certificates of smaller or larger denominations for any purpose consistent
      with
      this Agreement (and the surrender of any certificates to the issuer or any
      agent
      thereof for such purpose shall not constitute a release of the security interest
      of the Collateral Agent in any such Pledged Securities represented thereby).
      If
      at any time the Pledged Interests are represented or evidenced by any
      certificates, the same shall promptly be delivered to the Collateral Agent
      in
      pledge hereunder together with any instruments of transfer requested by the
      Collateral Agent.

     

    (b) Each
      Pledgor agrees, at its expense, to execute, acknowledge, deliver and cause
      to be
      duly filed all such further instruments and documents and take all such actions
      as the Collateral Agent may from time to time reasonably request to better
      assure, preserve, protect and perfect the pledge and the security interest
      and
      the rights and remedies created hereby, including the payment of any fees and
      taxes required in connection with the execution and delivery of this Agreement,
      the pledge, and the granting of the security interest hereunder and the filing
      of any financing statements or other documents in connection herewith.


     

    
      
        
        

      

      
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    Section
      2.05. Voting
      Rights; Dividends.

     

    (a) Unless
      and until an Event of Default shall have occurred and be
      continuing;

     

    (i) The
      Pledgors shall be entitled to exercise any and all voting and/or other
      consensual rights and powers accruing to them as owners of Pledged Securities
      and Pledged Interests for any purpose consistent with the terms of this
      Agreement, the Credit Agreement and the other Loan Documents; provided, however,
      that such action would not adversely affect the rights inuring to a holder
      of
      the Pledged Securities and Pledged Interests or the rights and remedies of
      any
      of the Secured Parties under this Agreement or any other Loan Document or the
      ability of the Secured Parties to exercise the same.

     

    (ii) Each
      Pledgor shall be entitled to receive and retain any and all cash dividends
      and
      distributions paid on the Pledged Securities and cash distributions in respect
      of the Pledged Interests to the extent and only to the extent that such cash
      dividends and cash distributions are permitted by, and otherwise paid in
      accordance with, the terms and conditions of the Credit Agreement, the
      Prudential Intercreditor Agreement, the other Loan Documents and applicable
      laws. All noncash dividends and distributions, and all dividends and
      distributions (whether in cash or otherwise) in connection with a partial or
      total liquidation or dissolution, return of capital, capital surplus or paid-in
      surplus, and all other payments, dividends, and distributions made on or in
      respect of the Pledged Securities or Pledged Interests, whether paid or payable
      in cash or otherwise, whether resulting from a subdivision, combination or
      reclassification of the outstanding capital stock of the issuer of any Pledged
      Securities or any amendment of any Partnership Document or the admission or
      withdrawal of any Partner, or received in exchange for Pledged Securities or
      Pledged Interests or any part thereof, or in redemption thereof, or as a result
      of any merger, consolidation, acquisition or other exchange of assets to which
      such issuer or Partnership may be a party or otherwise, shall (except as
      otherwise provided in the preceding sentence) be and become part of the
      Collateral, and, if received by a Pledgor, shall not be commingled by such
      Pledgor with any of its other funds or property but shall be held separate
      and
      apart therefrom, shall be held in trust for the benefit of the Collateral Agent
      and shall be forthwith delivered to the Collateral Agent in the same form as
      so
      received (with any necessary endorsement)(any such cash to be applied in
      accordance with Section 2.07).

     

    (b) Upon
      the
      occurrence and during the continuation of an Event of Default, all rights of
      the
      Pledgors to exercise the voting and consensual rights and powers they are
      entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall
      cease, and all such rights shall thereupon become vested in the Collateral
      Agent, which shall have the sole and exclusive right and authority to exercise
      such voting and consensual rights and powers. 

     

    (c) Upon
      the
      occurrence and during the continuation of an Event of Default, all rights of
      each Pledgor to dividends and other distributions that such Pledgor is
      authorized to receive pursuant to the first sentence of paragraph (a)(ii) above
      shall cease, and all such rights shall thereupon become vested in the Collateral
      Agent, which shall have the sole and exclusive right and authority to receive
      and retain such dividends and other distributions. All dividends and other
      distributions received by any Pledgor contrary to the provisions of this Section
      2.05 shall be held in trust for the benefit of the Collateral Agent, shall
      be
      segregated from other property or funds of such Pledgor and shall be forthwith
      delivered to the Collateral Agent upon demand in the same form as so received
      (with any necessary endorsement) and shall be applied in accordance with the
      provisions of Section 2.07.

     

    
      
        
        

      

      
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    Section
      2.06. Possession,
      Sale of Collateral, Etc.

     

    (a) Upon
      the
      occurrence and during the continuation of an Event of Default, the Collateral
      Agent may sell or cause to be sold, whenever it shall decide, in one or more
      sales or parcels, at such prices as it may deem best, and for cash, on credit
      or
      for future delivery, without assumption of any credit risk, all or any portion
      of the Collateral, at any broker's board or at public or private sale, without
      demand of performance or notice of intention to sell or of time or place of
      sale
      (except ten (10) days' written notice to the Pledgor thereof of the time and
      place of such sale or other intended disposition of the Collateral, except
      any
      Collateral which is perishable or threatens to decline speedily in value or
      is
      of a type customarily sold on a recognized market, which notice each Pledgor
      hereby agrees to be commercially reasonable and shall constitute “reasonably
      authenticated notification of disposition” within the meaning of Section
      9-611(b) of the UCC), and such other notices as may be required by applicable
      statute and cannot be waived), and any Person may be the purchaser of all or
      any
      portion of the Collateral so sold and thereafter hold the same absolutely,
      free
      from any claim or right of whatever kind, including any equity of redemption,
      of
      any Pledgor, any such demand, notice, claim, right or equity being hereby
      expressly waived and released. The Collateral Agent shall be authorized at
      any
      such sale (if it deems it advisable to do so) to restrict the prospective
      bidders or purchasers to persons who will represent and agree that they are
      purchasing the Collateral for their own account for investment and not with
      a
      view to the distribution or sale thereof. At any sale or sales made pursuant
      to
      this Agreement, any Secured Party may bid for or purchase, free from any claim
      or right of whatever kind, including any equity of redemption of any Pledgor,
      any such demand, notice, claim, right or equity being hereby expressly waived
      and released, all or any portion of the Collateral offered for sale, and may
      make any payment on account thereof by using any claim for money then due and
      payable to such Secured Party by any Pledgor as a credit against the purchase
      price. At any such sale, the Collateral, or portion thereof, to be sold may
      be
      sold in one lot as an entirety or in separate parcels, as the Collateral Agent
      may (in its sole and absolute discretion) determine. The Collateral Agent shall
      not be obligated to make any sale of any Collateral if it shall determine not
      to
      do so, regardless of the fact that notice of sale of such Collateral shall
      have
      been given. The Collateral Agent may, without notice or publication, adjourn
      any
      public or private sale or cause the same to be adjourned from time to time
      by
      announcement at the time and place fixed for sale, and such sale may, without
      further notice, be made at the time and place to which the same was so
      adjourned. In case any sale of all or any part of the Collateral is made on
      credit or for future delivery, the Collateral so sold may be retained by the
      Collateral Agent until the sale price is paid in full by the purchaser or
      purchasers thereof, but the Collateral Agent shall not incur any liability
      in
      case any such purchaser or purchasers shall fail to take up and pay for the
      Collateral so sold and, in case of any such failure, such Collateral may be
      sold
      again upon like notice. For purposes hereof, (a) a written agreement to purchase
      the Collateral or any portion thereof shall be treated as a sale thereof, (b)
      the Collateral Agent shall be free to carry out such sale pursuant to such
      agreement and (c) no Pledgor shall be entitled to the return of the Collateral
      or any portion thereof subject thereof, notwithstanding the fact that after
      the
      Collateral Agent shall have entered into such an agreement all Events of Default
      shall have been remedied and the Obligations paid in full. Neither the
      Collateral Agent nor the Secured Parties shall in any such sale make any
      representations or warranties with respect to the Collateral or any part
      thereof, and shall not be chargeable with any of the obligations or liabilities
      of any Pledgor. As an alternative to exercising the power of sale herein
      conferred upon it, the Collateral Agent may proceed by a suit or suits at law
      or
      in equity to foreclose upon the Collateral and to sell the Collateral or any
      portion thereof pursuant to a judgment or decree of a court or courts having
      competent jurisdiction or pursuant to a proceeding by a court-appointed
      receiver. Any sale pursuant to the provisions of this Section shall be deemed
      to
      conform to the commercially reasonable standards as provided in Section 9-610(b)
      of the UCC as in effect in the State of New York or its equivalent in other
      jurisdictions.

     

    
      
        
        

      

      
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    (b) Each
      Pledgor hereby agrees that it will indemnify and hold the Collateral Agent
      and
      the Secured Parties, and their respective officers, directors, employees,
      agents, and representatives harmless (except for their own willful misconduct
      or
      gross negligence) from and against any and all claims with respect to the
      Collateral asserted both before and after the taking of actual possession or
      control of the Collateral by the Collateral Agent pursuant to this Agreement,
      or
      arising out of any act or omission of any party other than the Collateral Agent
      prior to such taking of actual possession or control by the Collateral Agent,
      or
      arising out of any act or omission of such Pledgor, or any agents thereof,
      before or after the commencement of such actual possession or control by the
      Collateral Agent. In any action hereunder the Collateral Agent shall be entitled
      to the appointment, without notice, of a receiver to take possession of all
      or
      any portion of the Collateral and to exercise such powers as the court shall
      confer upon such receiver. Notwithstanding the foregoing, upon the occurrence
      of
      an Event of Default, and during the continuation of such Event of Default,
      the
      Collateral Agent shall be entitled to apply, without prior notice to any
      Pledgor, any cash or cash items constituting Collateral in the possession of
      the
      Collateral Agent to payment of the Obligations.

     

    Section
      2.07. Application
      of Proceeds.

     

    (a) Each
      Pledgor hereby agrees that it shall upon the occurrence and during the
      continuation of an Event of Default, (i) immediately turn over to the
      Collateral Agent any instruments (with appropriate endorsements) or other items
      constituting Collateral not then in the possession of the Collateral Agent,
      the
      possession of which is required for the perfection of the Collateral Agent's
      security interest for its benefit and the ratable benefit of the Secured
      Parties, all of which shall be held in trust for the benefit of the Collateral
      Agent for its benefit and the ratable benefit of the Secured Parties and not
      commingled prior to its coming into the Collateral Agent's possession, and
      (ii) take all steps necessary to cause all sums, monies, royalties, fees,
      commissions, charges, payments, advances, income, profits, and other amounts
      constituting Proceeds of any Collateral to be deposited directly in an account
      of the Pledgor (or any of them) with the Collateral Agent and to cause such
      sums
      to be applied to the satisfaction of the Obligations. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (b) Subject
      to the terms of the Prudential Intercreditor Agreement, all proceeds from any
      collection or sale of the Collateral pursuant hereto, all Collateral consisting
      of cash, and all deposits in accounts of any Pledgor with the Collateral Agent
      or any Secured Party shall be applied (i) first, to the payment of the fees
      and
      expenses of the Collateral Agent incurred pursuant to, and any other Obligations
      payable to the Collateral Agent under, this Agreement or any other Loan
      Document, including costs and expenses of collection or sale, reimbursement
      of
      any advances, and any other costs or expenses in connection with the exercise
      of
      any rights or remedies hereunder or thereunder (including, without limitation,
      reasonable fees and disbursements of counsel), (ii) second, to the payment
      in
      full of the Obligations owed to the Lenders and the Issuing Bank in respect
      of
      the Loans, LC Disbursements and any Interest Rate Hedging Agreements, pro rata
      as among the Lenders (including, but not limited to, any of them as an Interest
      Rate Protection Merchant) in accordance with the amounts of such Obligations
      owed to them, and (iii) third, to the payment of the Obligations (other than
      those referred to above) pro rata as among the Secured Parties in accordance
      with the amounts of such Obligations owed to them. Any amounts remaining after
      such applications shall be remitted to the Pledgors or as a court of competent
      jurisdiction may otherwise direct. The Collateral Agent shall have absolute
      discretion as to the time of application of any such proceeds, cash, or balances
      in accordance with this Agreement.

     

    Section
      2.08. Power
      of Attorney.

     

    (a) Each
      Pledgor does hereby irrevocably make, constitute and appoint the Collateral
      Agent or any officer or designee thereof its true and lawful attorney-in-fact
      with full power in the name of the Collateral Agent, and of such Pledgor, with
      power of substitution, to, upon the occurrence and during the continuation
      of an
      Event of Default, receive, open and dispose of all mail addressed to such
      Pledgor, to endorse any note, check, draft, money order, or other evidence
      of
      payment relating to the Collateral that may come into the possession of the
      Collateral Agent, with full power and right to cause the mail of such Pledgor
      to
      be transferred to the Collateral Agent's own offices or otherwise; to
      communicate with any issuer of Pledged Securities or any Partnership; to
      commence or prosecute any suits, actions or proceedings to collect or otherwise
      realize upon any Collateral or enforce any rights in respect thereof; to settle,
      compromise, adjust or defend any claims in respect of any Collateral; to notify
      any issuer of Pledged Securities or any Partnership, or otherwise require them
      to make payment directly to the Collateral Agent; to use, sell, assign,
      transfer, pledge, make any agreement with respect to or otherwise deal with
      all
      or any of the Collateral, and to do any and all other acts necessary or proper
      to carry out the intent of this Agreement and each other Loan Document and
      the
      grant, confirmation and continuation of the security interests hereunder and
      thereunder. Such power of attorney is coupled with an interest and is
      irrevocable, and shall survive the bankruptcy, insolvency or dissolution of
      any
      or all of the Pledgors. Nothing herein contained shall be construed as requiring
      or obligating the Collateral Agent or any Secured Party to make any commitment
      or to make any inquiry as to the nature or sufficiency of any payment received
      by the Collateral Agent or any other Secured Party, or to present or file any
      claim or notice, or to take any action with respect to the Collateral or any
      part thereof or the moneys due or to become due in respect thereof or any
      property covered thereby. The Collateral Agent and the Secured Parties shall
      be
      accountable only for amounts actually received as a result of the exercise
      of
      the powers granted to them herein, and neither they nor their officers,
      directors, employees or agents shall be responsible to any Pledgor for any
      act
      or failure to act hereunder, except for their own gross negligence or willful
      misconduct. The provisions of this Section shall in no event relieve any Pledgor
      of any of its obligations hereunder or under the other Loan Documents with
      respect to the Collateral or any part thereof or impose any obligation on the
      Collateral Agent to proceed in any particular manner with respect to the
      Collateral or any part thereof, or in any way limit the exercise by any Secured
      Party of any other or further right that it may have on the date of this
      Agreement or hereafter, whether hereunder, under any other Loan Document, by
      law
      or otherwise. Any sale of Collateral pursuant to the provisions of this Section
      shall be deemed to conform to the commercially reasonable standards as provided
      in Section 9-610(b) of the UCC or its equivalent in other
      jurisdictions.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (b) Without
      limiting the preceding paragraph, each Pledgor does hereby further irrevocably
      make, constitute and appoint the Collateral Agent or any officer or designee
      thereof its true and lawful attorney-in-fact with full power in the name of
      the
      Collateral Agent, and of such Pledgor, with power of substitution, (i) to
      enforce all of such Pledgor's rights under and pursuant to all agreements with
      respect to the Collateral, all for the sole benefit of the Collateral Agent
      and
      the Secured Parties, (ii) to enter into and perform such agreements as may
      be reasonably necessary in order to carry out the terms, covenants and
      conditions of this Agreement that are required to be observed or performed
      by
      such Pledgor, (iii) to execute such other and further mortgages, pledges
      and assignments of the Collateral and filings or recordations in respect thereof
      as the Collateral Agent may require for the purpose of protecting, maintaining
      or enforcing the security interest of the Collateral Agent hereunder for the
      ratable benefit of itself and the Secured Parties, (iv) to act as
      authorized in the following Section hereof, and (v) to do any and all other
      things reasonably necessary or proper to carry out the intention of this
      Agreement and the grant, confirmation, continuation and perfection of the
      security interests hereunder. Such power of attorney is coupled with an interest
      and is irrevocable, and shall survive the insolvency, bankruptcy, or dissolution
      of any or all of the Pledgors.

     

    Section
      2.09. Financing
      Statements, Direct Payments, Confirmation .
      Each
      Pledgor hereby authorizes the Collateral Agent to file Uniform Commercial Code
      financing statements (and any other filings) required in connection with the
      perfection or preservation of the security interest hereunder in respect of
      all
      or any part of the Collateral, and amendments thereto and continuations thereof
      with regard to such Collateral, without such Pledgor's signature, or, in the
      alternative, to execute such items on behalf of such Pledgor pursuant to the
      powers of attorney granted in the preceding Section. Each Pledgor further
      authorizes the Collateral Agent to confirm with any issuer of Pledged Securities
      or any Partnership the amounts payable to such Pledgor with regard to the
      Collateral. Each Pledgor hereby further authorizes the Collateral Agent upon
      the
      occurrence and during the continuation of an Event of Default to notify any
      issuer of Pledged Securities or any Partnership that all sums payable to such
      Pledgor relating to the Collateral shall be paid directly to the Collateral
      Agent.

     

    Section
      2.10. Termination.
      The
      security interest granted hereunder shall terminate when all the Obligations
      have been fully, finally and indefeasibly paid and performed, the Revolving
      Credit Exposure of each Lender shall be zero, the LC Exposure shall be zero
      and
      the Revolving Credit Commitment of each Lender shall have terminated. Thereupon,
      the Collateral Agent will, subject to the terms of the Prudential Intercreditor
      Agreement, return to the Pledgors the Pledged Securities and execute and
      deliver, at each Pledgor's expense, UCC termination statements reasonably
      requested by such Pledgor evidencing the release of the security interest
      hereunder, all without recourse to or warranty by the Collateral
      Agent.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
      2.11. Remedies
      Not Exclusive.
      The
      remedies conferred upon or reserved to the Collateral Agent and the other
      Secured Parties in this Article and elsewhere in this Agreement are intended
      to
      be in addition to, and not in limitation of any other remedy available to the
      Collateral Agent and the other Secured Parties.

     

    Section
      2.12. Securities
      Laws, etc.
      In view
      of the position of the Pledgors in relation to the Pledged Securities and
      Pledged Interests, or because of other current or future circumstances, issues
      may arise under the Securities Act of 1933, as now or hereafter in effect,
      or
      any similar statute hereafter enacted analogous in purpose or effect (such
      Act
      and any such similar statue as from time to time in effect being called the
      "Federal Securities Laws") with respect to any disposition of the Pledged
      Securities or Pledged Interests permitted hereunder, the Pledgors understand
      that compliance with the Federal Securities Laws might very strictly limit
      the
      course of conduct of the Collateral Agent if the Collateral Agent were to
      attempt to dispose of all or any part of the Pledged Securities or Pledged
      Interests, and might also limit the extent to which or the manner in which
      any
      subsequent transferee of any Pledged Securities or Pledged Interests could
      dispose of the same. Similarly, there may be other legal restrictions or
      limitations affecting the Collateral Agent in any attempt to dispose of all
      or
      part of the Pledged Securities or Pledged Interests under applicable Blue Sky
      or
      other state securities laws or similar laws analogous in purpose or effect.
      The
      Pledgors recognize that in light of the foregoing restrictions and limitations
      the Collateral Agent may, with respect to any sale of the Pledged Securities
      or
      Pledged Interests, limit the purchasers to those who will agree, among other
      things, to acquire such Pledged Securities or Pledged Interests for their own
      account, for investment, and not with a view to the distribution or resale
      thereof. The Pledgors acknowledge and agree that in light of the foregoing
      restrictions and limitations, the Collateral Agent, in its sole and absolute
      discretion, (a) may proceed to make such a sale whether or not a registration
      statement for the purpose of registering such Pledged Securities or Pledged
      Interests or part thereof shall have been filed under the Federal Securities
      Laws and (b) may approach and negotiate with a single potential purchaser
      (including without limitation, any Partner) to effect such sale. The Pledgors
      acknowledge and agree that any such sale might result in prices and other terms
      less favorable to the seller than if such sale were a public sale without such
      restrictions. In the event of any such sale, the Collateral Agent shall incur
      no
      responsibility or liability for selling all or any part of the Pledged
      Securities or Pledged Interests at a price that the Collateral Agent, in its
      sole and absolute discretion, may in good faith deem reasonable under the
      circumstances, notwithstanding the possibility that a substantially higher
      price
      might have been realized if the sale were deferred until after registration
      as
      aforesaid or if more than a single purchaser were approached. The provisions
      of
      this Section will apply notwithstanding the existence of a public or private
      market upon which the quotations or sales prices may exceed substantially the
      price at which the Collateral Agent sells. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Section
      2.13. No
      Assumption of Liability.
      The
      pledge and security interest hereunder is granted as security only and shall
      not
      subject the Collateral Agent or any other Secured Party to, or in any way alter
      or modify, any obligation or liability of any Pledgor with respect to or arising
      out of any of the Collateral. Each Pledgor shall remain liable to, at its own
      cost and expense, duly and punctually observe and perform all the conditions
      and
      obligations to be observed and performed by it under each contract, agreement
      or
      instrument relating to the Collateral, including, without limitation, the
      Partnership Documents, all in accordance with the terms and conditions thereof,
      and each Pledgor agrees to indemnify and hold harmless the Collateral Agent
      and
      the other Secured Parties from and against any and all liability for such
      performance.

     

    ARTICLE
      III

     

    MISCELLANEOUS

     

    Section
      3.01. No
      Discharge.
      All
      rights of the Collateral Agent hereunder, the security interest granted
      hereunder, and the obligations of each Pledgor under this Agreement shall be
      absolute and unconditional and shall remain in full force and effect without
      regard to, and shall not be released, discharged or in any way diminished by
      (i)
      any lack of validity or enforceability of the Credit Agreement, any other Loan
      Document (including this Agreement and each Guarantee Agreement), any agreement
      with respect to any of the Obligations or any other agreement or instrument
      relating to any of the foregoing, (ii) any change in the time, manner or place
      of payment of, or in any other term of, all or any of the Obligations or any
      other amendment or waiver of or any consent to any departure from the Credit
      Agreement, any other Loan Document or any other agreement or instrument relating
      to the foregoing, (iii) any exchange, release or nonperfection of any other
      collateral, or any release or amendment or waiver of or consent to or departure
      from any guarantee, for all or any of the Obligations, (iv) any exercise or
      nonexercise by the Collateral Agent or any Secured Party of any right, remedy,
      power or privilege under or in respect of this Agreement, any other Loan
      Document or applicable law, including, without limitation, any failure by the
      Collateral Agent or any Secured Party to setoff or release in whole or in part
      any balance of any deposit account or credit on its books in favor of any Credit
      Party or any waiver, consent, extension, indulgence or other action or inaction
      in respect of any thereof, or (v) any other act or thing or omission or
      delay to do any other act or thing which may or might in any manner or to any
      extent vary the risk of any Credit Party or would otherwise, but for this
      specific provision to the contrary, operate as a discharge of or exonerate
      any
      Pledgor as a matter of law.

     

    Section
      3.02. Amendment;
      Waiver.
      No
      amendment or waiver of any provision of this Agreement, nor consent to any
      departure by any Pledgor therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Collateral Agent with the written
      consent of the Required Lenders. Any such waiver, consent or approval shall
      be
      effective only in the specific instance and for the purpose for which given.
      No
      notice to or demand on any Pledgor in any case shall entitle any Pledgor to
      any
      other or further notice or demand in the same, similar or other circumstances.
      No waiver by any Secured Party of any breach or default of or by any Pledgor
      under this Agreement shall be deemed a waiver of any other previous breach
      or
      default or any thereafter occurring.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Section
      3.03. Survival;
      Severability.

     

    (a) All
      covenants, agreements, representations and warranties made by the Pledgors
      herein and in the certificates or other instruments prepared or delivered in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the Collateral Agent and the other
      Secured Parties and shall survive the making by the Lenders of the Loans, and
      the execution and delivery to the Lenders of any Notes evidencing such Loans,
      regardless of any investigation made by the Secured Parties or on their behalf,
      and shall continue in full force and effect as long as the principal of or
      any
      accrued interest on any Loan or any other fee or amount payable under this
      Agreement or any other Loan Document is outstanding and unpaid or the LC
      Exposure does not equal zero and as long as the Revolving Commitments have
      not
      been terminated. 

     

    (b) Any
      provision of this Agreement that is illegal, invalid or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such illegality, invalidity or unenforceability without invalidating the
      remaining provisions hereof or affecting the legality, validity or
      enforceability of such provisions in any other jurisdiction. The parties hereto
      agree to negotiate in good faith to replace any illegal, invalid or
      unenforceable provision of this Agreement with a legal, valid and enforceable
      provision that, to the extent possible, will preserve the economic bargain
      of
      this Agreement, or to otherwise amend this Agreement to achieve such
      result.

     

    Section
      3.04. Successors
      and Assigns.
      Whenever in this Agreement any of the parties hereto is referred to, such
      reference shall be deemed to include the successors and assigns of such party;
      and all covenants, promises and agreements by or on behalf of any Pledgor,
      or
      the Collateral Agent that are contained in this Agreement shall bind and inure
      to the benefit of their respective successors and assigns. No Pledgor may assign
      or transfer any of its rights or obligations hereunder or any interest herein
      or
      in the Collateral except as expressly contemplated by this Agreement or the
      other Loan Documents (and any such attempted assignment shall be
      void).

     

    Section
      3.05. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
      THE
      STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE
      THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
      SUCH
      STATE.

     

    Section
      3.06. Headings.
      The
      Article and Section headings in this Agreement are for convenience only and
      shall not affect the construction hereof.

     

    Section
      3.07. Notices.
      Notices, consents and other communications provided for herein shall (except
      as
      otherwise expressly permitted herein) be in writing and given as provided in
      Section 9.01 of the Credit Agreement. Communications and notices to any Pledgor
      shall be given to it at its address set forth in Schedule
      3.07
      hereto
      or to such other address as shall have been designated by notice duly given
      hereunder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Section
      3.08. Reimbursement
      of the Collateral Agent.
      

     

    (a) The
      Pledgors jointly and severally agree to pay upon demand to the Collateral Agent
      the amount of any and all reasonable and documented expenses, including the
      reasonable and documented fees and expenses of its counsel and of any experts
      or
      agents, that the Collateral Agent may incur in connection with (i) the
      administration of this Agreement and the other Loan Documents, (ii) the custody
      or preservation of, or the sale of, collection from, or other realization upon,
      any of the Collateral, (iii) the exercise or enforcement of any of the rights
      of
      the Collateral Agent hereunder, or (iv) the failure by any Pledgor to perform
      or
      observe any of the provisions hereof. If the Pledgors shall fail to do any
      act
      or thing that they have covenanted to do hereunder or any representation or
      warranty of the Pledgors hereunder shall be breached, the Collateral Agent
      may
      (but shall not be obligated to) do the same or cause it to be done or remedy
      any
      such breach and there shall be added to the Obligations the cost or expense
      incurred by the Collateral Agent in so doing.

     

    (b) Without
      limitation of their indemnification obligations under the other Loan Documents,
      the Pledgors jointly and severally agree to indemnify the Collateral Agent
      and
      the Secured Parties and their respective officers, directors, employees, agents,
      attorneys, and representatives ("Indemnitees") against, and hold each of them
      harmless from, any and all losses, claims, damages, liabilities and related
      expenses, including reasonable counsel fees and expenses, incurred by or
      asserted against any of them arising out of, in any way connected with, or
      as a
      result of, the execution, delivery or performance of this Agreement or any
      claim, litigation, investigation or proceeding relating hereto or to the
      Collateral, whether or not any Indemnitee is a party thereto, provided that
      such
      indemnity shall not, as to any Indemnitee, be available to the extent that
      such
      losses, claims, damages, liabilities or related expenses have resulted from
      the
      gross negligence or willful misconduct of such Indemnitee.

     

    (c) Any
      amounts payable as provided hereunder shall be additional Obligations secured
      hereby and by the other Security Documents. The provisions of this Section
      shall
      remain operative and in full force and effect regardless of the termination
      of
      this Agreement, the consummation of the transactions contemplated hereby, the
      repayment of any of the Obligations, the invalidity or unenforceability of
      any
      term or provision of this Agreement or any other Loan Document or any
      investigation made by or on behalf of the Collateral Agent or any other Secured
      Party. All amounts due under this Section shall be payable on written demand
      therefor and shall bear interest at the default rate (as provided in the Credit
      Agreement).

     

    Section
      3.09. Counterparts;
      Additional Pledgors.

     

    (a) This
      Agreement may be executed in separate counterparts (a facsimile of any executed
      counterpart having the same effect as manual delivery thereof), each of which
      shall constitute an original, but all of which, when taken together, shall
      constitute but one Agreement.

     

    (b) Upon
      execution and delivery after the date hereof by the Collateral Agent and a
      Subsidiary of the Company of an instrument in the form of Exhibit
      3.09(b)
      hereto,
      such Subsidiary shall become a Pledgor hereunder with the same force and effect
      as if originally named as a Pledgor herein. The execution and delivery of such
      instrument shall not require the consent of any Pledgor hereunder. The rights
      and obligations of each Pledgor hereunder shall remain in full force and effect
      notwithstanding the addition of, or the failure to add, any new Pledgor as
      a
      party hereto, in each case whether or not required under the Credit
      Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Section
      3.10. Entire
      Agreement; Jurisdiction; Consent to Service of Process.

     

    (a) Except
      as
      expressly herein provided, this Agreement and the other Loan Documents
      constitute the entire agreement among the parties relating to the subject matter
      hereof. Any previous agreement among the parties with respect to the
      transactions contemplated hereunder is superseded by this Agreement and the
      other Loan Documents. Except as expressly provided herein or in the other Loan
      Documents, nothing in this Agreement or in any other Loan Document, expressed
      or
      implied, is intended to confer upon any party, other than the parties hereto,
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement or such other Loan Documents.

     

    (b) Each
      Pledgor hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to this Agreement, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such Federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Collateral Agent or any other Secured Party may otherwise have
      to
      bring any action or proceeding relating to this Agreement against any Pledgor
      or
      its properties in the courts of any jurisdiction.

     

    (c) Each
      Pledgor hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement in any court referred to in the preceding paragraph.
      Each of the parties hereto hereby irrevocably waives, to the fullest extent
      permitted by law, the defense of an inconvenient forum to the maintenance of
      such action or proceeding in any such court.

     

    (d) Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 3.07. Nothing in this Agreement will affect
      the
      right of any party to this Agreement to serve process in any other manner
      permitted by law.

     

    Section
      3.11. WAIVER
      OF JURY TRIAL, WAIVER OF SPECIAL DAMAGES.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
      ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EACH
      OF
      THE PLEDGORS WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
      EITHER OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE ADMINISTRATIVE AGENT,
      THE
      COLLATERAL AGENT, ANY LENDER OR ISSUING BANK IN ANY LEGAL ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ANY SPECIAL, EXEMPLARY, PUNITIVE
      OR
      CONSEQUENTIAL DAMAGES.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered by their respective officers or representatives as of
      the
      day and year first above written.

     

    


    
      	
              JPMORGAN
                CHASE BANK, N.A.

            	 	
              DREW
                INDUSTRIES INCORPORATED

            
	
              as
                Collateral Agent

            	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              Name

              Title

            	 	 	
              Name:

              Title:

            
	 	 	 	 	 


    

    


    
      	
              KINRO,
                INC.

            
	 
	 
	
              By:

            	
               
                

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	
              LIPPERT
                TIRE & AXLE, INC.

            
	 	 
	 	 
	
              By:

            	
               
                

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	
              KINRO
                HOLDING, INC.

            
	 	 
	 	 
	
              By:

            	
               
                

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	
              LIPPERT
                TIRE & AXLE HOLDING, INC.

            
	 	 
	 	 
	
              By:

            	
               
                

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	 	 
	
              By:

            	
               
                

            
	Name:
	Title:
	 	 
	 	 
	
              LIPPERT
                HOLDING, INC.

            
	 	 
	 	 
	
              By:

            	
                
                

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        18