Common use of Investment Property Clause in Contracts

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a4.6(a) hereto (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.6(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor Grantor, and except as set forth on Schedule 4.6(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) all of the Closing Date, intercompany Pledged Debt Securities and all of such intercompany Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged issued by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests any Subsidiary have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (except for shares of any unlimited liability company which are assessable in certain circumstances). (c) None of the terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the extent applicable“issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction). (d) All certificated Pledged LLC Interests and Pledged Partnership Interests, if any, do not expressly provide that they are “securities” for purposes of Section 8-103(c) of the Uniform Commercial Code as in effect in any relevant jurisdiction. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Personperson, except the security interests created by this Agreement and Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (f) Each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, in substantially the form of Exhibit A, to the pledge of the Pledged Collateral pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto Exhibit D sets forth under the heading “Pledged Equity Interests” a correct and complete list of all of the Pledged Investment Property Collateral owned by each Grantor. Each Grantor is the legal and beneficial owner of such Investment Property Collateral, as so reflected, free and clear of any Lien (other than Permitted Liens), and has not sold, granted any option with respect to, assigned or transferred, or otherwise disposed of any of its rights or interest therein. Each Grantor further represents and warrants that (i) to such Grantor’s knowledge, all Investment Property constituting an Equity Interests Interest has been (to the extent such concepts are relevant with respect to such Investment Property) duly authorized and validly issued by the Investment Property Issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the Closing DateUCC as a result of actions by the Investment Property Issuer thereof or otherwise, and or, if such Pledged Equity Interests constitute certificates are not Securities as defined in Article 8 of the percentage of issued and outstanding shares of stockUCC, percentage of membership interests, percentage of partnership interests or percentage of beneficial such Grantor has filed financing statements in appropriate form to perfect the security interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under Collateral Agent for the heading “Pledged Notes” all benefit of the Pledged Notes owned by Secured Parties therein as a General Intangible, and (iii) to Grantor’s knowledge, all Investment Property that represents Indebtedness owed to any Grantor as of the Closing Date, and all of such Pledged Notes have has been duly authorized, authenticated or issued, issued and delivered by the Investment Property Issuer of such Indebtedness and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such GrantorInvestment Property Issuer. (b) The shares of Pledged Equity Interests pledged by such Each Grantor hereunder constitute all of the issued further represents and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued andwarrants that, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner ofknowledge of such Grantor, and has good and marketable title to, none of the Investment Property pledged by it Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Investment Property Collateral hereunder, free the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of any rights and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestsremedies hereunder.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under On the heading “date hereof, the shares of Pledged Equity Interests” pledged by such Grantor hereunder constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Equity Interests of each Restricted Subsidiary owned by such schedule. Schedule 3.7(bGrantor or, in the case of Restricted Subsidiaries that are Foreign Subsidiaries or Domestic Subsidiaries substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries, the shares of such Issuers pledged by such Grantor constitute 65% of the outstanding Foreign Subsidiary Voting Stock of each such Issuer (or, if such Grantor owns less than 65% of the outstanding Foreign Subsidiary Voting Stock of any such Issuer, constitute all the Foreign Subsidiary Voting Stock of such Issuer owned by such Grantor) sets forth under in each case to the heading “Pledged Notes” all extent required by clause (d) of the Collateral and Guarantee Requirement. (b) All the shares of the Pledged Notes owned by any Grantor Equity as to which the Company or a Restricted Subsidiary of the Closing Date, and all of such Pledged Notes Company is the Issuer have been duly authorized, authenticated or issued, and delivered validly issued and are fully paid and nonassessable. (c) To the best of such Grantor’s knowledge, each of the Pledged Debt constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except the security interest created by this Agreement or nonconsensual Liens expressly permitted by pursuant to Section 7.02 7.01 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) 3 hereto sets forth under all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by a Grantor. The shares of Pledged Stock (x) constituting Excluded Property or (y) pledged by such scheduleGrantor hereunder together constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor. (b) All the shares of the Pledged Stock (including shares of Capital Stock in respect of which such Grantor owns a Security Entitlement) issued by any Subsidiary of any Grantor have been duly authorized and duly and validly issued and are fully paid and non-assessable. Schedule 3.7(bNone of the Pledged Stock that is Capital Stock of or issued by a partnership or limited liability company is subject to any capital call or other additional capital requirements. (c) sets forth under To the heading “Pledged Notes” all knowledge of the Grantors, each of the Pledged Notes owned issued to or held by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally generally, and subject to general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable valid title to, the Investment Property pledged by it hereunder, free and clear of, and prior to, all other Liens on such Collateral except, (i) other than in the case of Pledged Stock, for Permitted Liens which, pursuant to the terms of the Loan Agreement, are expressly permitted to have priority over Collateral Agent’s Liens thereon to secure the Secured Obligations and (ii) Permitted Liens pursuant to Section 9.02(b) of the Loan Agreement. (e) Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents and any Revolving Loan Documents), including any stockholders agreement, limited partnership agreement or limited liability company operating agreement, which restricts in any manner the rights of any and all Liens present or options in favor offuture holder of any Pledged Stock with respect thereto, or claims ofrestricts, any other Person, except Liens expressly permitted by Section 7.02 limits or requires notice of the Credit Agreementright of the Collateral Agent to foreclose upon, and there are no outstanding warrants, options or exercise any voting rights or other rights to purchase, right or shareholder, voting trust or similar agreements outstanding remedy hereunder with respect to, any Pledged Stock. None of the Pledged Stock is subject to any option, call, warrant, purchase right, preemptive right, right of first refusal or property similar contractual or other right or restriction of any Person (other than laws affecting the transfer of securities generally). (f) There is no agreement of or among any owners of any Grantor or Issuer, nor any provision in the Organization Documents of any Grantor or Issuer, requiring any vote or consent of any holders of Capital Stock of any Grantor or Issuer, as applicable, or of any other Person to authorize or permit the creation of a Lien and security interest in favor of the Collateral Agent (on behalf of the Secured Parties) in the Pledged Stock or other Capital Stock of such Grantor, except as have already been obtained or are adequately provided pursuant to this Agreement. (g) None of the Pledged Stock (i) issued by an Issuer that is convertible intonot a corporation either (x) is, or is of a type, dealt in or traded on a securities exchange or a securities market or (y) is a medium for investment and by its terms provides that requires it is a “security” subject to Article 8 of the issuance Uniform Commercial Code of any jurisdiction, unless certificates evidencing such Pledged Stock have been delivered to the Collateral Agent, (ii) is an Investment Company Security or sale of(iii) has a value in excess of $150,000 and is held in a Securities Account not subject to an Account Control Agreement. (h) All of the Pledged Stock either (i) is issued by a corporation, is represented by a security certificate, and constitutes a “security” subject to Article 8 of the UCC, or (ii) is issued by an Issuer that is not a corporation and either (x) (1) is (and is identified on Schedule 3 hereto as being) “uncertificated” or (2) such Issuer’s Organization Documents do not provide that such Pledged Stock is a “security” for purposes of Article 8 of the UCC or (y) is represented by a security certificate, and constitutes a “security” subject to Article 8 of the UCC. All of the Pledged Stock other than the Pledged Stock referred to in sub-clause (i) or (ii)(y) of this Section 4.7(h) constitutes General Intangibles and does not constitute “securities” subject to Article 8 of the Uniform Commercial Code of any jurisdiction. (i) Other than (i) Excluded Property and (ii) the Pledged Equity InterestsStock delivered to or in which a Lien is granted to the Collateral Agent in accordance with the terms of this Agreement, such Grantor does not hold, own or have any interest in any Certificated Securities, Uncertificated Securities or Commodity Contracts other than those maintained in Securities Accounts or Commodity Accounts listed on Schedule 7.26 to the Loan Agreement.

Investment Property. (a) Schedule 3.7(a3.06(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b3.06(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Dateand, and to such Grantor’s knowledge, all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such . Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account, and there are no outstanding warrantsin each case in which such Grantor has an interest, options or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) hereto and 6.01(b) of the Bridge Facility Agreement, as applicable) sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicable) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as with a face value, in each case, in excess of the Closing Date$5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets; (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)any Equity Interest specifically excluded from the definition of “Pledged Equity Interests.” (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicable)nonassessable. (d) As of the Debt Assumption (if any), the terms of the membership agreement or partnership agreement that governs any uncertificated Pledged LLC Interests or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests are securities governed by the Uniform Commercial Code of any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the state of the Issuer’s organization. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Within ten Business Days (or such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date, unless Discharge of the Obligations has occurred on or prior to the expiration of such period, each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement,.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth as of the most recent Applicable Date with respect to such Grantor under the heading “Pledged Equity InterestsCapital Stock” all of the Pledged Equity Interests as of the Closing Date, Capital Stock owned by any Grantor and such Pledged Equity Interests constitute Capital Stock constitutes the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth as of the most recent Applicable Date with respect to such Grantor under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of that are required to be delivered to the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject Administrative Agent pursuant to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such GrantorSection 5.2(a) hereof. (b) The shares of Pledged Equity Interests Capital Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and of each Issuer of Capital Stock Equivalents included in the Collateral owned by such Grantor in each issuer thereof (other than Excluded Stock)Grantor. (c) The All the shares of the Pledged Equity Interests Capital Stock pledged by such Grantor hereunder have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other PersonLiens, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Liens.

Investment Property. (a) Schedule 3.7(a) 4.7 hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor as of the Closing Effective Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) 4.7 sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Effective Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument Instrument or certificated security Certificated Security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock)thereof. (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) 4.7 hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 8.2 (Liens, Etc.) of the Credit Agreement, and except as set forth on Schedule 4.7, as of the Effective Date there are no outstanding warrants, options or other rights to purchase, or shareholder, equityholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a4.6(a) hereto (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers Issuers thereof indicated on such schedule. . (b) Schedule 3.7(b4.6(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor Grantor, and except as set forth on Schedule 4.6(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) all of the Closing Date, intercompany Pledged Debt Securities and all of such intercompany Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests issued by any Subsidiary have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicableexcept for shares of any unlimited liability company which are assessable in certain circumstances). (d) None of the terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction). (e) All certificated Pledged LLC Interests and Pledged Partnership Interests, if any, do not expressly provide that they are “securities” for purposes of Section 8-103(c) of the Uniform Commercial Code as in effect in any relevant jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Personperson, except the security interests created by this Agreement and Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, in substantially the form of Exhibit A, to the pledge of the Pledged Collateral pursuant to this Agreement.

Investment Property. As of the Execution Date: (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Interests as of the Closing Date, owned by any Grantor and required to be pledged hereunder and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading headings “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes (in each case with a value in excess of $3,000,000, individually) owned by any Grantor as of the Closing Dateand required to be pledged hereunder, and all of such Pledged Notes have been duly authorizedDebt Securities and Pledged Notes, authenticated or issuedto the knowledge of such Grantor, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or other laws affecting creditors’ ' rights generally and subject to generally, general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.fair dealing; (b) The Schedule 2 hereto sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest (other than, in each case, Excluded Accounts). Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto; (c) All of the shares of Pledged Equity Interests required to be pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any Excluded StockAssets).; (cd) The All of the shares of Pledged Equity Interests required to be pledged hereunder have been duly and validly issued and, except and (other than such Pledged Equity Interests consisting of limited liability or partnership interests which cannot be fully paid or which cannot be nonassessable) are fully paid and nonassessable; (e) Except as set forth on Schedule 3.7(a) hereto2, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterest required to be pledged hereunder; (f) Except as set forth on Schedule 2, there are no limited liability company or limited partnership interests issued by an Issuer (other than any Immaterial Restricted Subsidiary) required to be pledged hereunder that constitute a “security” within the meaning of Article 8 of the UCC.

Investment Property. (a) Schedule 3.7(a3.06(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b3.06(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 3.06(c) hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor customarily maintains an interest in excess of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such $100,000. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account, and there are no outstanding warrantsin each case in which such Grantor has an interest, options or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a4.08(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its Subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.08(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities in excess of $1,000,000 and Pledged Notes in excess of $1,000,000 owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have (or solely with respect to issuers that are not Grantors or Subsidiaries of such Grantors, to such Grantor’s knowledge) been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 4.08(c) hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts” and “Deposit Accounts,” respectively, all of the issued Securities Accounts with a balance in excess of $1,000,000 individually or $2,000,000 in the aggregate and outstanding shares Deposit Accounts with a balance in excess of all classes of Stock and Stock Equivalents owned by such $1,000,000 individually or $2,000,000 in the aggregate in which each Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such has an interest. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any and all Liens Person other than the Collateral Agent having Control over any such Securities Account or options Deposit Account or any Collateral held or deposited therein, in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestseach case in which such Grantor has an interest.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)Grantor. (cb) The All the shares of the Pledged Equity Interests Stock of such Grantor have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. (c) Each limited liability company interest or partnership interest owned by such Grantor and included in the Pledged Stock is certificated (and each Grantor covenants that it will not issue or cause or permit its Subsidiaries to issue any Capital Stock in uncertificated form or seek to convert all or any part of its existing Capital Stock into uncertificated form) and the extent applicable)terms of such certificated limited liability company interests and partnership interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the applicable jurisdiction. (d) Each of the Pledged Notes issued to such Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (f) Each Issuer that is not a Grantor hereunder but is an Affiliate of any Grantor has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Credit Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a4.7(a) hereto (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Second Lien Administrative Agent) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Second Lien Administrative Agent) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing DateGrantor, and except as set forth on Schedule 4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Second Lien Administrative Agent and the Collateral Agent) all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares ; provided, however, that representations set forth in this sentence shall be limited in the case of Pledged Equity Interests pledged or Pledged Debt Securities not issued by Loan Parties to the knowledge of such Grantor hereunder constitute Grantor. Schedule 4.7(c) hereto (as such schedule may be amended from time to time by notice from one or more Grantors to the Second Lien Administrative Agent and the Collateral Agent) sets forth under the heading “Commodities Accounts” all of the issued “Commodities Accounts” in which each Grantor has an interest and outstanding shares in which the value of all classes each such account is in excess of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such $1,000,000. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims of, any other Personinterest in, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account, and there are no outstanding warrantsin each case in which such Grantor has an interest, options or any commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires credited thereto other than the issuance or sale of, any Pledged Equity InterestsFirst Lien Administrative Agent.

Investment Property. (a) Schedule 3.7(a4.7(a) hereto (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing DateGrantor, and except as set forth on Schedule 4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares ; provided, however, that representations set forth in this sentence shall be limited in the case of Pledged Equity Interests pledged or Pledged Debt Securities not issued by Loan Parties to the knowledge of such Grantor hereunder constitute Grantor. Schedule 4.7(c) hereto (as such schedule may be amended from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading “Commodities Accounts” all of the issued “Commodities Accounts” in which each Grantor has an interest and outstanding shares in which the value of all classes each such account is in excess of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such $1,000,000. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims of, any other Personinterest in, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account, and there are no outstanding warrantsin each case in which such Grantor has an interest, options or any commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)Grantor. (cb) The All the shares of the Pledged Equity Interests Stock of such Grantor have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. (c) Each limited liability company interest or partnership interest owned by such Grantor and included in the Pledged Stock is certificated (and each Grantor covenants that it will not issue or cause or permit its Subsidiaries to issue any Capital Stock in uncertificated form or seek to convert all or any part of its existing Capital Stock into uncertificated form) and the extent applicable)terms of such certificated limited liability company interests and partnership interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the applicable jurisdiction. (d) Each of the Pledged Notes issued to such Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (f) Each Issuer that is not a Grantor hereunder but is an Affiliate of any Grantor has executed and delivered to the Mortgage Notes Indenture Trustee an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Credit Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. As of the Execution Date: (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Interests as of the Closing Date, owned by any Grantor and required to be pledged hereunder and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading headings “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes (in each case with a value in excess of $3,000,000, individually) owned by any Grantor as of the Closing Dateand required to be pledged hereunder, and all of such Pledged Notes have been duly authorizedDebt Securities and Pledged Notes, authenticated or issuedto the knowledge of such Grantor, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or other laws affecting creditors’ ' rights generally and subject to generally, general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.fair dealing; (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute Schedule 2 hereto sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor has an interest (other than, in each case, Excluded Accounts). Each Grantor is the sole entitlement holder or customer of all classes of Stock each such account, and Stock Equivalents owned by such Grantor in each issuer thereof has not consented to, and is not otherwise aware of, any Person (other than Excluded Stock). the Collateral Agent pursuant hereto) having “control” (cwithin the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofover, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account or any securities, and there are no outstanding warrants, options commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.credited thereto;

Investment Property. (ai) Schedule 3.7(a) hereto sets forth under the heading “The shares of Pledged Equity Interests” pledged by each Grantor hereunder constitute all the issued and outstanding equity interests of each Issuer owned by such Grantor. Upon Xxxxxx’s request, Grantors shall promptly deliver to Lender all certificates, if any, evidencing the Pledged Equity pledged by any Grantor hereunder. No Issuer of Pledged Equity has elected pursuant to the provisions of Section 8-103 of the Code to provide that its equity interests are securities governed by Article 8 of the Code, except to the extent that such equity interests have been evidenced by certificates that, in the case of such equity interests owned by any Grantor, may be delivered to Lender pursuant to this Security Agreement. (ii) All of the Pledged Equity Interests as has been duly and validly issued and is fully paid and nonassessable. (iii) Upon Xxxxxx’s request, Grantors shall promptly deliver to Lender all of the Closing Date, and such original Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleNotes then in existence. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their terms, its terms (subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stockfair dealing). (civ) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such V lists all Investment Property owned by each Grantor. Each Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the Lien created by Section 7.02 this Security Agreement and, in the case of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Investment Property which does not constitute Pledged Equity Interestsor Pledged Notes, for Permitted Encumbrances.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Domestic Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Domestic Grantor. All Pledged Equity Interests and all Pledged Notes existing on the Closing Date shall be delivered to the Administrative Agent on the Closing Date, subject to Section 6.29 of the Credit Agreement. (b) The shares of Pledged Equity Interests pledged by such Domestic Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Domestic Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Domestic Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (e) Section 7.14 of the Canadian Collateral Agreement is incorporated herein mutandis mutatis.

Investment Property. (a) Schedule 3.7(a4.7(a) hereto (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor Grantor, and except as set forth on Schedule 4.7(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) all of the Closing Date, intercompany Pledged Debt Securities and all of such intercompany Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. No Grantor has consented to, and no Grantor is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have a lien on any such account being held by it to secure only the payment of fees and expenses owed to it in respect of the maintenance of such account. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) Each Issuer which is an Affiliate of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Borrower that is convertible intonot a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, or that requires in substantially the issuance or sale ofform of Exhibit A, any to the pledge of the Pledged Equity InterestsSecurities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all Subject to Section 6.1 of the Pledged Equity Interests as of the Closing DateLoan Agreement, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens expressly permitted by Section 7.02 and as described on Schedule 1(b) attached hereto (which Schedule may be supplemented from time to time without requiring the approval or consent of the Credit AgreementAdministrative Agents and/or Lenders). (b) No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Investment Property other than as set forth on Schedule 1(c) attached hereto (which Schedule may be supplemented in connection with the making of any Second Advance without requiring approval or consent of the Administrative Agent or Lenders). (c) The Pledged Equity pledged by such Grantor hereunder constitutes all the issued and outstanding shares or other units of all classes of the Equity Interests of each Issuer owned by such Grantor other than as set forth on Schedule 1(d) attached hereto (which Schedule may be supplemented from time to time without requiring the approval or consent of the Administrative Agents and/or Lenders). (d) As of the Closing Date, the Pledged Equity is duly and validly authorized and issued, fully paid and non-assessable (to the extent applicable), and all documentary stamp or other Taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid . (e) No Wholly-Owned Issuer has issued, and there are no outstanding warrantsnot outstanding, options any options, warrants or other rights to purchaseacquire Equity Interests of such Wholly-Owned Issuer other than as set forth on Schedule 1(e) attached hereto (which Schedule may be supplemented from time to time without requiring the approval or consent of the Administrative Agents and/or Lenders). (f) As of the Closing Date, certificates representing the Pledged Equity identified as “certificated” in Schedule 1 hereof have been delivered to the Administrative Agent, together with an undated stock power covering each such certificate duly executed in blank by the applicable Grantor to the Administrative Agent, as applicable. (g) Neither the grant of the security interest in the Pledged Equity by any Grantor to the Administrative Agent herein, nor the exercise by the Administrative Agent of its rights or remedies hereunder with respect thereto, will conflict with any provision of the articles of organization, certificate of formation, certificate of incorporation, articles of incorporation, charter, bylaws, limited liability company agreement or other organizational document of any Issuer or any agreement by and between any Grantor or Issuer and its shareholders or equity owners or among any such shareholders or equity owners. Except as expressly contemplated herein or any other Loan Document or as may be required under the laws of any Foreign Jurisdiction, no consent, approval, authorization or order of, and no notice to or filing with, any court, Governmental Authority, Issuer, or shareholderthird party is required in connection with the grant or perfection by Grantors of the security interests in the Pledged Equity herein (except to the extent the laws of any jurisdiction other than the United States or a political subdivision thereof govern the grant or perfection of a security interest in the Collateral subject to such laws), voting trust or, except as may be required under the UCC or similar agreements outstanding any restrictions on transferability imposed by applicable state and federal securities laws or by laws affecting the offering and sale of securities generally, or laws of any jurisdiction other than the United States or a political subdivision thereof governing the Administrative Agent’s right to enforce its rights and remedies in regards to Collateral subject thereto, the exercise by the Administrative Agent of its rights and remedies hereunder with respect tothereto. (h) To each Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms other than as set forth in Schedule 3.6 attached hereto (which Schedule may be supplemented in connection with the making of any Second Advance without requiring approval or property consent of the Administrative Agent or Lenders). and subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing (it being understood that is convertible into, or that requires the issuance or sale of, such knowledge qualifier shall not apply to any Pledged Equity InterestsIntercompany Note).

Investment Property. (a) Schedule 3.7(a) 4.7 hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor as of the Closing Effective Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) 4.7 sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Effective Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock)thereof. (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) 4.7 hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 8.2 (Liens, Etc.) of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (ai) Schedule 3.7(a) hereto sets forth under the heading “The shares of Pledged Equity Interests” pledged by each Grantor hereunder constitute all the issued and outstanding equity interests of each Issuer owned by such Grantor. Upon Xxxxxx’s request, Grantors shall promptly deliver to Lender all certificates, if any, evidencing the Pledged Equity pledged by any Grantor hereunder. No Issuer of Pledged Equity has elected pursuant to the provisions of Section 8-103 of the Code to provide that its equity interests are securities governed by Article 8 of the Code, except to the extent that such equity interests have been evidenced by certificates that, in the case of such equity interests owned by any Grantor, may be delivered to Lender pursuant to this Security Agreement. (ii) All of the Pledged Equity Interests as has been duly and validly issued and is fully paid and nonassessable. (iii) Upon Xxxxxx’s request, Grantors shall promptly deliver to Lender all of the Closing Date, and such original Pledged Equity Interests constitute the percentage Notes then in existence with an outstanding principal amount in excess of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule$100,000. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their terms, its terms (subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stockfair dealing). (civ) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such V lists all Investment Property owned by each Grantor. Each Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the Lien created by Section 7.02 this Security Agreement and, in the case of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Investment Property which does not constitute Pledged Equity Interestsor Pledged Notes, for Permitted Encumbrances.

Investment Property. (a) Schedule 3.7(a) hereto 1 sets forth under the heading “a complete and accurate list of all Pledged Equity Interests” Stock pledged by each Grantor hereunder. The Pledged Stock (together with all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests Excluded Stock) constitute the percentage of all issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Equity Interests of each Issuer owned by such scheduleGrantor (and in the case of each Issuer which is required to become a Loan Party pursuant to the terms of the Credit Agreement, all the issued and outstanding shares of all classes of the Equity Interests of each such Issuer). Schedule 3.7(bAny and all certificates evidencing the Pledged Stock have been delivered to Agent with transfer powers in blank in accordance with Section 4.04 below and Section 5.1 of the Credit Agreement and (assuming possession by Agent) sets forth under Agent has a perfected first-priority security interest therein. (b) All the heading “Pledged Notes” all shares of the Pledged Notes owned Stock issued by any Subsidiary of any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered validly issued and are fully paid and nonassessable. (c) All Equity Interests of the Loan Parties, to the extent such Equity Interests is represented by one or more certificates, is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC. No Loan Party shall opt into Article 8 of the UCC. (d) Schedule 1 sets forth a complete and accurate list of all Pledged Debt pledged by each Grantor hereunder. Any Pledged Debt issued by any Subsidiary of any Grantor constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. All certificates, agreements or instruments evidencing the Pledged Debt evidencing Debt in excess of $500,000, individually or in the aggregate, have been delivered to Agent with transfer powers in blank to the extent required hereunder and constitute all of the issued and outstanding indebtedness evidenced (assuming possession by an instrument or certificated Agent) Agent has a perfected first-priority security of the respective issuers thereof owing to such Grantorinterest therein. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (de) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and prior to all other Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestson such Collateral.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer of such schedule. Schedule 3.7(bPledged Stock owned by such Grantor; provided, with respect to Foreign Subsidiary Voting Stock, if a Grantor owns more than 65% of the outstanding Foreign Subsidiary Voting Stock of any relevant Issuer, the shares of Pledged Stock pledged by such Grantor hereunder shall constitute 65% of the outstanding Foreign Subsidiary Voting Stock of such relevant Issuer. (b) sets forth under All the heading “shares of the Pledged Notes” all Stock (solely with respect to Pledged Stock issued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) have been duly and validly issued and are fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships). (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such (solely with respect to Pledged Notes have been duly authorizedissued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, authenticated or issued, and delivered and are to the best of each Grantor’s knowledge) constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there non-consensual Liens arising by operation of law which are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Liens.

Investment Property. (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests” respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by representing or evidencing Indebtedness from time to time owed to any Grantor as in an aggregate principal amount in excess of the Closing Date, $1,000,000 and all of such Pledged Debt Securities and Pledged Notes have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at lawdefault, and in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed from Affiliates evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 2 hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts, in each case, with amounts contained therein in excess of all classes $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of Stock each such account, and Stock Equivalents owned by such Grantor in each issuer thereof has not consented to, and is not otherwise aware of, any Person (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except the Agent pursuant hereto or as set forth on Schedule 3.7(a2 hereto) heretohaving “control” (within the meanings of Sections 8-106, are fully paid 9-106 and nonassessable (to 9-104 of the extent applicable). (dUCC) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofover, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account or any securities, and there are no outstanding warrants, options commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as and Pledged Trust Interests, in each case, of the Closing Date, Subsidiaries owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Notes Debt Securities and Pledged Notes, in each case, of the Subsidiaries owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation obligations of the issuers Issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts, in each case which contain assets of more than $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto, or any party acting for the benefit of the Collateral Agent) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (ba) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor or, in the case of Voting Stock of any Foreign Subsidiary, if less (as a result of any Voting Stock of a Foreign Subsidiary being excluded from the definition of “Pledged Equity Interests”), 65% of the outstanding Voting Stock of any Foreign Subsidiary of each issuer thereof (other than Excluded Stock)relevant Issuer. (cb) The All the shares of the Pledged Equity Interests of such Grantor’s Subsidiaries have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. (c) Part 1 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the extent applicable)terms of which expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction and Part 2 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified) from time to time lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction. (d) Part 3 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction and Part 4 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time ) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, of the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterests in any majority-owed Subsidiary of such Grantor. (f) Each Issuer that is not a Grantor and is a Subsidiary of a Grantor hereunder has executed and delivered to the Collateral Agent an Acknowledgment and Consent, in substantially the form of Exhibit A, to the pledge of its Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by the heading “Pledged Equity Interests” Grantor hereunder constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on such schedule. Schedule 3.7(bCapital Stock of each Issuer owned by the Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. (b) sets forth under All the heading “shares of the Pledged Notes” Stock have been duly and validly issued and are fully paid and nonassessable. (c) The Pledged Interests constitute all the issued and outstanding limited liability company interests of each Issuer owned by the Grantor. (d) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorfair dealing. (be) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all Schedule 1 correctly sets forth the percentage of the issued and outstanding shares of all classes each class of Capital Stock and Stock Equivalents owned of the Issuer thereof represented by such Grantor in each issuer thereof (other than Excluded Pledged Stock). (cf) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 . (g) By virtue of the Credit execution and delivery by the Grantor of this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, when any Pledged Equity InterestsStock is delivered to the First Lien Agent in accordance with this Agreement, the First Lien Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Stock as security for the payment and performance of the Obligations; and (h) The pledge affected hereby is effective to vest in the First Lien Agent, for the benefit of the Secured Parties, the rights of the First Lien Agent in the Pledged Collateral as set forth herein.

Investment Property. (a) (a) Schedule 3.7(a3.06(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b3.06(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Dateand, and to such Grantor’s knowledge, all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 3.06(c) hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor customarily maintains an interest in excess of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such $500,000. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account, and there are no outstanding warrantsin each case in which such Grantor has an interest, options or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a4.6(a) hereto (as such schedule may be updated or supplemented from time to time pursuant to Section 5.11) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests” and “Pledged Partnership Interests” respectively, (i) all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and such Pledged Equity Partnership Interests constitute owned by any Grantor and (ii) the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on owned by such scheduleGrantor. Schedule 3.7(b4.6(b) (as such schedule may be updated or supplemented from time to time pursuant to Section 5.11) sets forth under the heading “Pledged Debt Securities” and “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor Grantor. Schedule 4.6(c) (as of such schedule may be updated or supplemented from time to time pursuant to Section 5.11) sets forth under the Closing Dateheadings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued Securities Accounts, Commodities Accounts and outstanding indebtedness evidenced by Deposit Accounts in which each Grantor has an instrument interest that are included in the GCA Collateral. Each Grantor is the sole entitlement holder or certificated security customer of each such account set forth opposite its name on such schedule, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the respective issuers thereof owing to UCC) over, or any other interest in, any such GrantorSecurities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto, except for any such account that constitutes an Excluded Asset or Excluded Perfection Asset. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer directly owned by such Grantor or, in the case of Foreign Subsidiary or foreign Minority Investment, 65% (or the full amount held, if less than 65%) of the outstanding Voting Stock (for any Foreign Subsidiary) or the outstanding voting equity interests (for any foreign Minority Investment) of each relevant Issuer in each issuer thereof (other than case excluding Excluded Stock)Perfection Assets. (c) The Such Grantor’s Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and all the shares of the Pledged Stock are fully paid and nonassessable (to the extent applicable)and, in respect of stock of a corporation only, nonassessable. (d) As of the Security Grant Date, no Uncertificated Securities (including, without limitation uncertificated Pledged Equity Interests) pledged by such Grantor provide that they are securities governed by Article 8 of the UCC in effect from time to time in the “issuer’s jurisdiction” (as such term is defined in the UCC in effect in such jurisdiction) of each Issuer thereof. (e) As of the Security Grant Date, there are no Certificated Securities pledged by such Grantor (including, without limitation Pledged Equity Interests) that expressly provide that they are securities governed by Article 8 of the UCC in effect from time to time in the “issuer’s jurisdiction” (as such term is defined in the UCC in effect in such jurisdiction) of each Issuer thereof, except for Certificated Securities that have been delivered to the Collateral Agent pursuant to the terms hereof in each case excluding Excluded Perfection Assets. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted not prohibited to exist thereon by Section 7.02 of the Credit AgreementAgreement Documents or any other Senior Secured Document, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is not a Grantor hereunder and that is a Subsidiary of or that constitutes a Minority Investment by the Company or another Grantor or is otherwise controlled by the Company or another Grantor has executed and delivered to the Collateral Agent an Acknowledgment and Consent, substantially in the form of Exhibit A or such other form as reasonably agreed by the Administrative Agent, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading “headings "Pledged Equity Stock, "Pledged LLC Interests” ," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule 2. Schedule 3.7(b2 (as such Schedule may be amended from time to time) sets forth under the heading “"Pledged Debt Securities" or "Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation obligations of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at law, default and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 2 hereto (bas such Schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings "Securities Accounts," "Commodities Accounts," and "Deposit Accounts" respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of all classes of Stock each such account, and Stock Equivalents owned by such Grantor in each issuer thereof has not consented to, and is not otherwise aware of, any Person (other than Excluded Stock). (c) The Pledged Equity Interests have been duly the Collateral Agent pursuant hereto or as otherwise permitted under the Indenture and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement) having "control" (within the meanings of Sections 8-106, 9-106 and there are no outstanding warrants9-104 of the New York UCC) over, options or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of an Excluded Foreign Subsidiary, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof relevant Issuer. (other than Excluded Stock)b) All the shares of the Pledged Stock issued by any Subsidiary have been duly and validly issued and are fully paid and nonassessable. (c) The terms of any uncertificated Capital Stock constituting limited liability company interests and partnership interests included in the Pledged Equity Interests have been duly and validly issued andStock either (i) expressly provide that they are securities governed by Article 8 of the UCC in effect in the “issuer’s jurisdiction” (as such term is defined in the UCC in effect in such jurisdiction) of each Issuer thereof, except as set forth on Schedule 3.7(aor (ii) hereto, are fully paid and nonassessable (to the extent applicable)that such Pledged Stock does not so provide that they are securities, all necessary action under the UCC has been taken to perfect the security interest granted hereunder in such Pledged Stock. (d) The terms of any certificated limited liability company interests and partnership interests included in the Pledged Stock either (i) expressly provide that they are securities governed by Article 8 of the UCC, or (ii) to the extent that such Pledged Stock does not so provide that they are securities, all necessary action under the UCC has been taken to perfect the security interest granted hereunder in such Pledged Stock. (e) Each of the Pledged Notes issued by any Subsidiary constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) The applicable Grantor has used commercially reasonable efforts to cause each Subsidiary of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Borrower that is convertible into, or an Issuer owned by it and that requires the issuance or sale of, any Pledged Equity Interestsis not a Grantor to execute and deliver to Administrative Agent an Acknowledgment and Agreement.

Investment Property. (a) Schedule 3.7(a4.7(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.7(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and are not in default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 4.7(c) hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor has an interest and in which the value of all classes each such account is in excess of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such $100,000. Each Grantor is the record sole entitlement holder or customer of each such account and beneficial owner of, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims ofany other interest in, any other PersonSecurities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account, and there are no outstanding warrantsDeposit Account, options in each case in which such Grantor has an interest, or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer of such schedule. Schedule 3.7(bPledged Stock owned by such Grantor; provided, with respect to Foreign Subsidiary Voting Stock, if a Grantor owns more than 65% of the outstanding Foreign Subsidiary Voting Stock of any relevant Issuer, the shares of Pledged Stock pledged by such Grantor hereunder shall constitute 65% of the outstanding Foreign Subsidiary Voting Stock of such relevant Issuer. (b) sets forth under All the heading “shares of the Pledged Notes” all Stock (solely with respect to Pledged Stock issued by a person that is not a Subsidiary of the Borrower or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) have been duly and validly issued and are fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships). (c) Each of the Pledged Notes owned (solely with respect to Pledged Notes issued by any Grantor as a person that is not a Subsidiary of the Closing DateBorrower or an Affiliate of any such Subsidiary, and all to the best of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are each Grantor’s knowledge) constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, non-consensual Liens arising by operation of law which are Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Pari Passu Liens.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the securities accounts, commodities accounts and deposit accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Canadian Collateral Agent pursuant hereto) having the right to obtain dominion or control over, or any other interest in, any securities account, commodity account or deposit account or any securities, commodities or other property credited thereto; (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)Grantor. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) None of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that are: (i) registered as investment companies, or (ii) are dealt in or traded on securities exchanges or markets. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (f) Each Issuer that is not a Grantor hereunder has executed and delivered to the Canadian Collateral Agent an Acknowledgement and Consent Agreement, in substantially the form of Exhibit A, in respect of the Credit pledge of the Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or . (g) No Grantor has granted “control” within the meaning of such term under Section 1(2) of the PPSA over any Investment Property to any Person other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires than the issuance or sale of, any Pledged Equity InterestsCanadian Collateral Agent.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. All Pledged Equity Interests and all Pledged Notes existing on the Closing Date shall be delivered to the Administrative Agent on the Closing Date, subject to Section 6.29 of the Credit Agreement. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor favour of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Representations and Warranties. With respect to any capital stock of Earthwatch, Inc., each Debtor hereby represents and warrants to the best of such Debtor's knowledge, and with respect to all other Investment Property, each Debtor hereby represents and warrants, that on the Issue Date: (i) Schedule 3.7(a) hereto 4.4 sets forth under the heading “headings "Pledged Equity Stock, "Pledged LLC Interests” ," "Pledged Partnership Interests" and "Pledged Trust Interests," all of the Pledged Equity Interests as of equity interests owned by any Debtor included in the Closing Date, Collateral and such Pledged Equity Interests equity interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof to the extent indicated on such schedule. Schedule; (ii) it is the record and beneficial owner of the equity interests included in the Collateral free of all Liens, rights or claims of other Persons other than Permitted Liens; (iii) without limiting the generality of Section 4.1(a)(v), no consent of any other general or limited partner of a pledged partnership, any other member of a pledged limited liability company or any other shareholder of a pledged corporation is necessary in connection with the creation or perfection of the security interest of Secured Party in any equity interests included in the Collateral or (other than approvals required by applicable laws) the exercise by Secured Party of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof; (iv) as of the Issue Date, none of the equity interests included in the Collateral are or represent interests in issuers that are: (a) registered as investment companies or (b) are dealt in or traded on securities exchanges or markets; (v) Schedule 3.7(b) 4.4 sets forth under the heading “"Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute Debt" all of the issued and outstanding indebtedness Indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.Debtor and, to the best of such Debtor's knowledge, none of such Pledged Debt is in default; (vi) Schedule 4.4 sets forth under the headings "Securities Accounts" and "Commodities Accounts," respectively, all of the Securities Accounts and Commodities Accounts in which each Debtor has an interest. Each Debtor is the sole entitlement holder of each such Securities Account and Commodities Account, and such Debtor has not consented to, and is not otherwise aware of, any Person (other than the Credit Facility Secured Party) having "control" (as defined in Section 9-115(e) of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; (vii) Schedule 4.4 sets forth under the heading "Deposit Accounts" all of the Deposit Accounts in which each Debtor has an interest and each Debtor is the sole account holder of each such Deposit Account and such Debtor has not consented to, and is not otherwise aware of, any Person (other than Credit Facility Secured Party) having either sole dominion and control or "control" (within the meaning of Section 9-104 of Article 9 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and (viii) each Debtor has, to the extent required under Section 4.4(c), taken all actions necessary to: (a) establish Secured Party's "control" (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute deliver all instruments (as defined in Article 9 of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (cUCC) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to Secured Party or Credit Facility Secured Party pursuant to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 terms of the Credit Facility Documents and the Intercreditor Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) hereto 2 sets forth under a complete and accurate list of all Investment Property owned by such Grantor. The shares (or such other interests) of Pledged Securities pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares (or such other interests) of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on capital stock or other Equity Interests of each Issuer owned by such scheduleGrantor. Schedule 3.7(bAll the shares (or such other interests) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes Securities have been duly authorized, authenticated or issued, and delivered validly authorized and issued and are fully paid and nonassessable (or, with respect to Pledged Securities that are capital stock in a partnership or limited liability company, have been duly and validly issued). None of the Pledged Securities is subject to the right of rescission under Governmental Requirements. (b) To the knowledge of the applicable Grantor, each Pledged Note constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, in each case, enforceable in accordance with their terms, its terms (subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stockfair dealing). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofexcept non-consensual Liens arising by operation of law and the security interest created by this Agreement. (d) As of the date hereof, or claims of, any each of the Pledged Securities on Schedule 2 issued by (i) Clean Energy and pledged by Clean Energy Fuels Corp. hereunder and (ii) Clean Energy Fueling Services Corp. and pledged by Clean Energy hereunder constitutes a “security” under Section 8-103 of the UCC and each such “security” is a Certificated Security. No other Person, except Liens Pledged Security is a “security” under Section 8-103 of the UCC as of the date hereof. (e) Except for such consents as have been obtained as expressly permitted contemplated by Section 7.02 8.16 of the Credit Agreement, and there are no outstanding warrantsconsent, options approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of the Pledged Securities or the exercise of remedies pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, and no exercise of voting rights by the Collateral Agent as contemplated by this Agreement or transfer of Pledged Securities in the manner contemplated by this Agreement or other exercise of remedies under the Loan Documents is subject to any contractual restriction, or any restriction under the organizational documents of any Grantor, including requiring any consents or other actions thereunder. None of the Pledged Securities is subject to any voting trust, shareholder agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or shareholdervoting agreement, voting trust other than limited liability company agreements, partnership agreements or similar agreements outstanding with respect to, or property that is convertible into, or that requires other governing documents of the issuance or sale of, any Pledged Equity Interestsrelevant Issuer.

Investment Property. (a) Schedule 3.7(a) hereto 2 sets forth under a complete and accurate list of all Investment Property owned by such Grantor. The shares (or such other interests) of Pledged Securities pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares (or such other interests) of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on capital stock or other Equity Interests of each Issuer owned by such scheduleGrantor. Schedule 3.7(bAll the shares (or such other interests) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes Securities have been duly authorized, authenticated or issued, and delivered validly authorized and issued and are fully paid and nonassessable (or, with respect to Pledged Securities that are capital stock in a partnership or limited liability company, have been duly and validity issued). None of the Pledged Securities is subject to the right of rescission under Governmental Requirements. (b) To the knowledge of the applicable Grantor, each Pledged Note constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, in each case, enforceable in accordance with their terms, its terms (subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stockfair dealing). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofexcept non-consensual Liens arising by operation of law and the security interest created by this Agreement. (d) As of the date hereof, or claims of, any each of the Pledged Securities on Schedule 2 issued by (i) Clean Energy and pledged by Clean Energy Fuels Corp. hereunder and (ii) Clean Energy Fueling Services Corp. and pledged by Clean Energy hereunder constitutes a “security” under Section 8-103 of the UCC and each such “security” is a Certificated Security. No other Person, except Liens Pledged Security is a “security” under Section 8-103 of the UCC as of the date hereof. (e) Except for such consents as have been obtained as expressly permitted contemplated by Section 7.02 8.16 of the Credit Agreement, and there are no outstanding warrantsconsent, options approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of the Pledged Securities or the exercise of remedies pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, and no exercise of voting rights by the Collateral Agent as contemplated by this Agreement or transfer of Pledged Securities in the manner contemplated by this Agreement or other exercise of remedies under the Loan Documents is subject to any contractual restriction, or any restriction under the organizational documents of any Grantor, including requiring any consents or other actions thereunder. None of the Pledged Securities is subject to any voting trust, shareholder agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or shareholdervoting agreement, voting trust other than limited liability company agreements, partnership agreements or similar agreements outstanding with respect to, or property that is convertible into, or that requires other governing documents of the issuance or sale of, any Pledged Equity Interestsrelevant Issuer.

Investment Property. (a) Schedule 3.7(a4.8(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading “headings "Pledged Equity Stock," "Pledged LLC Interests” ," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b4.8(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “"Pledged Debt Securities" or "Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes (if any) owned by any Grantor as of the Closing Date, and all each of such Pledged Debt Securities and Pledged Notes have (if any) has been duly authorized, authenticated or issued, issued and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 4.8(c) (bas such schedule may be amended or supplemented from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings "Securities Accounts," "Commodities Accounts," and "Deposit Accounts" respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts in which each Grantor has an interest that are included in the Collateral. Each Grantor is the sole entitlement holder or customer of all classes of Stock each such account set forth opposite its name on such schedule, and Stock Equivalents owned by such Grantor in each issuer thereof has not consented to, and is not otherwise aware of, any person (other than Excluded Stock). the Collateral Trustee pursuant hereto) having "control" (cwithin the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) The Pledged Equity Interests have been duly and validly issued andover, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)for any such account that constitutes an Excluded Asset. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) 1 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 1 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the each Pledged Notes Debt Security and Pledged Note owned by any Grantor as of the Closing Datewith a value greater than $3,000,000 (other than any Intercompany Note), and all of such Pledged Notes Debt Securities and Pledged Notes, have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and are not in default and, in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed by such Affiliates to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorthereof. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a4.07(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of owned by each Grantor in the Pledged Equity Interests. Each Grantor listed as the holder of any Pledged Debt Securities or Pledged Notes owned by any Grantor as of the Closing Date, set forth on Schedule 4.07(b) represents and all of warrants that such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing by a Loan Party to such Grantor. (b. Each Grantor listed Schedule 4.07(c) The shares is the sole entitlement holder of Pledged Equity Interests pledged each of the “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, identified therein as being held by such Grantor hereunder constitute all and has not consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account, in each case in which such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofan interest, or claims ofany securities, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (ai) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as As of the Closing Date, and such Pledged Equity Interests constitute Schedule 1 hereto sets forth all the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by a Grantor. The shares of Pledged Stock pledged by such scheduleGrantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor. (a) All the shares of the Pledged Stock (including shares of Capital Stock in respect of which such Grantor owns a Security Entitlement) issued by any Subsidiary of any Grantor have been duly authorized and duly and validly issued and are fully paid and non-assessable. Schedule 3.7(bNone of the Pledged Stock that is Capital Stock of or issued by a partnership or limited liability company is subject to any capital call or other additional capital requirements. (b) sets forth under To the heading “Pledged Notes” all knowledge of the Grantors, each of the Pledged Notes owned issued to or held by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally generally, and subject to general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable valid title to, the Investment Property pledged by it hereunder, free and clear of, and prior to, all other Liens on such Collateral except for Permitted Liens (solely in the case of Pledged Stock, for Permitted Liens of the type set forth in Section 9.02(i) of the Loan Agreement) which, pursuant to the terms of the Loan Agreement, are expressly permitted to have priority over Collateral Agent’s Liens thereon to secure the Secured Obligations. (d) Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents), including any stockholders agreement, limited partnership agreement or limited liability company operating agreement, which materially restricts the right of the Collateral Agent to foreclose upon any Pledged Stock. None of the Pledged Stock is subject to any option, call, warrant, purchase right, preemptive right, right of first refusal or similar contractual or other right or restriction of any Person (other than laws affecting the transfer of securities generally). (e) Except as has been obtained or are adequately provided pursuant to this Agreement and all Liens the other Loan Documents, there is no agreement of or options among any owners of such Grantor, nor any provision in the Organization Documents of such Grantor, requiring any vote or consent of any holders of Capital Stock of such Grantor or any other Person to authorize or permit the creation of a Lien and security interest in favor ofof the Collateral Agent (on behalf of the Secured Parties) in the Pledged Stock or other Capital Stock of such Grantor. (f) None of the Pledged Stock (i) issued by an Issuer that is not a corporation either (x) is, or claims ofis of a type, any other Person, except Liens expressly permitted dealt in or traded on a securities exchange or a securities market or (y) is a medium for investment and by Section 7.02 its terms provides that it is a “security” subject to Article 8 of the Credit Uniform Commercial Code of any jurisdiction, unless certificates evidencing such Pledged Stock have been delivered to the Collateral Agent, (ii) is an Investment Company Security or (iii) is held in a Securities Account not subject to an Account Control Agreement. (g) All of the Pledged Stock either (i) is issued by a corporation, is represented by a security certificate, and constitutes a “security” subject to Article 8 of the UCC, or (ii) is issued by an Issuer that is not a corporation and either (x) is (and is identified on Schedule 1 hereto as being) “uncertificated” or (y) such Issuer’s Organization Documents do not provide that such Pledged Stock is a “security” for purposes of Article 8 of the Uniform Commercial Code of any jurisdiction. All of the Pledged Stock other than the Pledged Stock referred to in sub-clause (i) of this Section 4.6(g) constitutes General Intangibles and does not constitute “securities” subject to Article 8 of the Uniform Commercial Code of any jurisdiction. (h) As of the Closing Date, other than the Pledged Stock delivered to the Collateral Agent in accordance with the terms of this Agreement, and there are no outstanding warrantssuch Grantor does not hold, options own or have any interest in any Certificated Securities, Uncertificated Securities or Commodity Contracts other rights than those maintained in Securities Accounts or Commodity Accounts listed on Schedule 7.26 to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsLoan Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as As of the Closing Date, attached hereto as Schedule 5(a) is a true and correct list of all of the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests of the Restricted Subsidiaries directly owned by the Grantors and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests, in each case to the extent constituting Collateral; provided that the stock, partnership interests, limited liability company membership interests or other equity interests of any Restricted Subsidiary (to the extent not organized under the laws of the United States (or any state thereof)) of any Grantor that is not a US Grantor shall not be required to be so listed. As of the Closing Date, set forth on Schedule 5(b) is a true and correct list of all of the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests directly owned by each US Grantor that represents 50% or less of the equity of the applicable Issuer, in each case to the extent constituting Collateral and excluding any Excluded Asset. (b) As of the Closing Date, the shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Equity Interests of each Issuer owned by such schedule. Schedule 3.7(bGrantor. (c) sets forth under As of the heading “Pledged Notes” Closing Date, all the shares of the Pledged Notes owned Stock constituting Equity Interests in Subsidiaries have been duly and validly issued and (to the extent applicable) are fully paid and nonassessable. (d) Attached hereto as Schedule 6 is a true and correct list of all promissory notes, including intercompany notes and instruments (other than checks to be deposited in the ordinary course of business), in each case having a value greater than $10,000,000, held by any each US Grantor as of the Closing Date, and all . To the knowledge of such US Grantor, as of the Closing Date each of the Pledged Notes have been duly authorized, authenticated or issued, and delivered and are pledged by such US Grantor constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorfair dealing. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (de) Such Grantor is the record and beneficial owner of, and has good and marketable title to, of the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except the Liens expressly created by this Agreement or Liens permitted pursuant to the Credit Agreement. (f) Each US Grantor represents and warrants that all promissory notes or instruments representing or evidencing the Pledged Notes having an aggregate principal value of $10,000,000 or greater, in each case, in existence on the Closing Date, have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein (subject to any Liens permitted by Section 7.02 6.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests).

Investment Property. (a) (i) The shares of Pledged Stock listed on Schedule 3.7(a) hereto sets forth under 1, pledged by such Grantor hereunder, constitute all the heading issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor on the Closing Date (other than the shares of Capital Stock that are excluded from the definition of “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, Stock”) and such Pledged Equity Interests constitute Stock constitutes the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers Issuers thereof indicated on such schedule. Schedule 3.7(band (ii) sets forth under the heading “Pledged Notes” , listed on Schedule 1, pledged by such Grantor hereunder, constitute all of the Pledged Notes owned by any such Grantor as of on the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The All the shares of, and other interests constituting Pledged Stock of Pledged Equity Interests pledged by each Subsidiary of such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(aand (i) heretoin the case of the Pledged Stock of each corporate Subsidiary, are fully paid and nonassessable and (to ii) in the extent applicable)case of the Pledged LLC Interests of each limited liability company Subsidiary, are fully paid. (dc) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property Pledged Stock and Pledged Notes pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other PersonLiens, except Liens expressly permitted the Security Interests created by Section 7.02 this Agreement and other Permitted Liens. As of the Credit AgreementClosing Date, the Pledged Notes constitute all of the issued and there are no outstanding warrants, options intercompany indebtedness in an aggregate principal amount in excess of $10,000,000 owed by Affiliates to the Grantors evidenced by an instrument or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires certificated security of the issuance or sale of, any Pledged Equity Interestsrespective issuers thereof.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. No Grantor has consented to, and no Grantor is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have a lien on any such account being held by it to secure only the payment of fees and expenses owed to it in respect of the maintenance of such account. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) Each Issuer which is an Affiliate of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Borrower that is convertible intonot a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, or that requires in substantially the issuance or sale ofform of Exhibit A, any to the pledge of the Pledged Equity InterestsSecurities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of and Pledged Partnership Interests owned by any Grantor on the Closing Date, date hereof and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of on the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantordate hereof. (b) The Except as otherwise disclosed in writing to the Collateral Agent, the shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except and are fully paid and nonassessable. (d) Except as set forth on Schedule 3.7(a2A, none of the Pledged LLC Interests or Pledged Partnership Interests are, or represent interests in entities that (a) heretoare registered as investment companies, (b) are fully paid and nonassessable dealt in or traded on securities exchanges or markets or (c) have opted to be treated as securities under the extent applicable)Uniform Commercial Code of any jurisdiction. (de) Such Grantor is the record and beneficial owner ofNo consent, and has good and marketable title to, the Investment Property pledged by it hereunder, free approval or authorization of any and all Liens Person is required for the pledge by such Grantor of the Pledged Equity Interests pursuant to this Agreement or options in favor offor the execution, delivery or claims ofperformance of this Agreement by such Grantor, whether under the Organizational Documents of any other PersonIssuer of Pledged Equity Interests or otherwise, except Liens expressly permitted by Section 7.02 such as have been obtained and are in full force and effect. (f) [Omitted.] (g) [Omitted.] (h) Each Issuer that is not a Grantor hereunder has executed and delivered to the Collateral Agent an Acknowledgment and Consent, in substantially the form of Exhibit D, to the pledge of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterests pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents included in the Collateral of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock). (c) The relevant Issuer. All the shares of the Pledged Equity Interests Stock issued by any Subsidiary have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. The terms of any uncertificated limited liability company interests and partnership interests included in the Pledged Stock either (i) expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the "issuer's jurisdiction" of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction) or, (ii) to the extent applicable). that such Pledged Stock does not so provide that they are securities, all necessary action under the Uniform Commercial Code has been taken to perfect the security interest granted hereunder in such Pledged Stock. The terms of any certificated limited liability company interests and partnership interests included in the Pledged Stock either (di) expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of New York or, (ii) to the extent that such Pledged Stock does not so provide that they are securities, all necessary action under the Uniform Commercial Code has been taken to perfect the security interest granted hereunder in such Pledged Stock. Each of the Pledged Notes issued by any Subsidiary constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted Permitted Liens. The applicable Grantor has used commercially reasonable efforts to cause each Subsidiary of Holdings that is an Issuer of Pledged Stock owned by Section 7.02 it and that is not a Grantor to execute and deliver to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Credit Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and the Intercompany Notes when issued will constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Revolving Credit Administrative Agent (as defined in the ABL Intercreditor Agreement), Administrative Agent or the Second Lien Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto; (bi) The shares of Pledged Equity Interests pledged by such Grantor to secure the UK Obligations hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor and (ii) the shares of Pledged Equity Interests pledged by such Grantor to secure the US Borrower Obligations hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer directly owned by such Grantor, or, in the case of Foreign Subsidiary Voting Stock, no more than 65% of the outstanding Foreign Subsidiary Voting Stock and non-voting Capital Stock of each issuer thereof (other than Excluded Stock)relevant Issuer directly owned by such Grantor. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) Such The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction); provided that if any such Pledged LLC Interests or Pledged Partnership Interests shall subsequently be governed by Article 8 of the Uniform Commercial Code, the Grantors shall give the Administrative Agent 30 days prior notice thereof and shall perfect the Administrative Agent’s security interest pursuant to the terms hereof. (i) There are no certificated Pledged LLC Interests or Pledged Partnership Interests which provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof, except those for which certificates relating thereto have been delivered to the Administrative Agent or the UK Security Agent pursuant to the terms hereof, and (ii) each applicable Grantor hereby covenants and agrees that, without the prior express written consent of the Administrative Agent or the UK Security Agent, it will not agree to any election by any partnership or limited liability company, as applicable, to treat the Pledged Partnership Interests or Pledged LLC Interests, as applicable, as securities governed by the Uniform Commercial Code of the “issuer’s jurisdiction” of such Grantor and in any event will promptly notify the Administrative Agent in writing if the representation set forth in Section 4.6(e) hereof becomes untrue for any reason and, in such event, take such action as the Administrative Agent or the UK Security Agent may request in order to establish the Administrative Agent’s or the UK Security Agent’s “control” (within the meaning of Section 8-106 of the Uniform Commercial Code) over such Pledged Partnership or Pledge LLC Interests, as applicable. (f) In the case of each Grantor, such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is an Affiliate and that is not a Grantor hereunder has executed and delivered to each of the Administrative Agent and the UK Security Agent, an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by such schedule. Schedule 3.7(bGrantor except that, in the case of Foreign Subsidiary Voting Stock of Issuers that are Foreign Subsidiaries or Foreign Subsidiary Holdcos, the shares of Foreign Subsidiary Voting Stock of such Issuers pledged by such Grantor hereunder constitute 66% of all the issued and outstanding Foreign Subsidiary Voting Stock of such Issuers (or, if such Grantor owns less than 66% of the issued and outstanding Foreign Subsidiary Voting Stock of any Issuer that is a Foreign Subsidiary, the shares of Foreign Subsidiaries Voting Stock of such Issuer pledged by such Grantor hereunder constitute all the issued and outstanding Foreign Subsidiary Voting Stock of such Issuer that is owned by such Grantor). (b) sets forth under All the heading “shares of the Pledged Notes” all Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a4.08(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its Subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b4.08(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities in excess of $1,000,000 and Pledged Notes in excess of $1,000,000 owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have (or solely with respect to issuers that are not Grantors or Subsidiaries of such Grantors, to such Grantor’s knowledge) been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 4.08(c) hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts” and “Deposit Accounts,” respectively, all of the issued Securities Accounts with a balance in excess of $500,000 individually or $1,000,000 in the aggregate and outstanding shares Deposit Accounts with a balance in excess of all classes of Stock and Stock Equivalents owned by such $500,000 individually or $1,000,000 in the aggregate in which each Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such has an interest. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and no Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free consented to or is otherwise aware of any and all Liens Person other than the Collateral Agent having Control over any such Securities Account or options Deposit Account or any Collateral held or deposited therein, in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestseach case in which such Grantor has an interest.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under On the heading “date hereof, the shares of Pledged Equity Interests” pledged by such Grantor hereunder constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Equity Interests of each Subsidiary owned by such schedule. Schedule 3.7(bGrantor, except that, in the case of Subsidiaries that are Foreign Subsidiaries or Domestic Subsidiaries substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries, the shares of such Issuers pledged by such Grantor constitute 65% of the outstanding Foreign Subsidiary Voting Stock of each such Issuer (or, if such Grantor owns less than 65% of the outstanding Foreign Subsidiary Voting Stock of any such Issuer, constitute all the Foreign Subsidiary Voting Stock of such Issuer owned by such Grantor). (b) sets forth under All the heading “shares of the Pledged Notes” Equity as to which Parent or a Subsidiary of Parent is the Issuer have been duly and validly issued and are fully paid and nonassessable. (c) To the best of such Grantor’s knowledge, all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are Debt constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires by the issuance or sale ofFirst-Lien Documents, any Pledged Equity Interestssecurity interest securing any Third-Lien Obligations or nonconsensual Liens permitted pursuant to the Financing Documents.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the extent applicable“issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction). (de) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of New York. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is not a Grantor hereunder has executed and delivered to the Collateral Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (a) On the date hereof, Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests” respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. On the date hereof, Schedule 3.7(b) 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by representing or evidencing Indebtedness from time to time owed to any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at lawdefault, and in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed from Affiliates evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute . On the date hereof, Schedule 2 hereto sets forth under the headings “Securities Accounts,” “Commodity Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodity Accounts and outstanding shares Deposit Accounts in which each Grantor has an interest, other than the Excluded Deposit Accounts. Each Grantor is the sole entitlement holder or customer of all classes of Stock each such account, and Stock Equivalents owned by such Grantor in each issuer thereof has not consented to, and is not otherwise aware of, any Person (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except the Agent pursuant hereto or as set forth on Schedule 3.7(a2 hereto) heretohaving “control” (within the meanings of Sections 8-106, are fully paid 9-106 and nonassessable (to 9-104 of the extent applicable). (dUCC) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor ofover, or claims ofany other interest in, any other Personsuch Securities Account, except Liens expressly permitted by Section 7.02 of the Credit AgreementCommodity Account or Deposit Account or any securities, and there are no outstanding warrants, options commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests” respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by representing or evidencing Indebtedness from time to time owed to any Grantor as of the Closing Date, and all of such Pledged Notes Debt Securities and Pledged Notes, have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at lawdefault, and in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed from Affiliates evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such Schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts, in which each Grantor has an interest and in which such Grantor customarily maintains cash or assets with a market value in excess of $50,000. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Agent pursuant hereto or as set forth on Schedule 2 hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. No Grantor is in default of its obligations under any Organization Document of any Issuer of Pledged Equity Interests. (d) None of the Pledged LLC Interests or Pledged Partnership Interests are, or represent interests in entities that are: (a) registered as investment companies, (b) are dealt in or traded on securities exchanges or markets or (c) have opted to be treated as securities under the Uniform Commercial Code of any jurisdiction. (e) No consent, approval or authorization of any Person is required for the pledge by such Grantor of the Pledged Equity Interests pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Grantor, whether under the Organization Documents of any Issuer of Pledged Equity Interests or otherwise, except such as have been obtained and are in full force and effect. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except except, in the case of Pledged Equity Interests, non-consensual Permitted Liens expressly permitted imposed by Section 7.02 operation of law and, in the Credit Agreementcase of all other Collateral, any Permitted Liens, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under On the heading “date hereof, the shares of Pledged Equity Interests” pledged by such Grantor hereunder constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Equity Interests of each Subsidiary owned by such schedule. Schedule 3.7(bGrantor or, in the case of Subsidiaries that are Foreign Subsidiaries or Domestic Subsidiaries substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries, the shares of such Issuers pledged by such Grantor constitute 65% of the outstanding Foreign Subsidiary Voting Stock of each such Issuer (or, if such Grantor owns less than 65% of the outstanding Foreign Subsidiary Voting Stock of any such Issuer, constitute all the Foreign Subsidiary Voting Stock of such Issuer owned by such Grantor). (b) sets forth under All the heading “Pledged Notes” all shares of the Pledged Notes owned by any Grantor Equity as to which Parent or a Subsidiary of Parent is the Closing Date, and all of such Pledged Notes Issuer have been duly authorized, authenticated or issued, and delivered validly issued and are fully paid and nonassessable. (c) To the best of such Grantor’s knowledge, each of the Pledged Debt constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires by the issuance or sale ofSecond-Lien Documents, any Pledged Equity Interestssecurity interest securing any Third-Lien Obligations or nonconsensual Liens permitted pursuant to the Indenture Documents.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) hereto and 6.01(b) of the Credit Agreement, as applicable) sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Credit Agreement, as applicable) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as with a face value, in each case, in excess of the Closing Date$15,000,000, and all of such Pledged Debt Securities and Pledged Notes have been been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge of, any Person having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than an Excluded Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The All of the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicable)nonassessable. (d) As of the Closing Date, the terms of the limited liability company or operating agreement or partnership agreement that governs any uncertificated Pledged LLC Interests or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests are securities governed by the Uniform Commercial Code of any jurisdiction. (e) [Reserved]. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by such schedule. Schedule 3.7(bGrantor except that, in the case of Foreign Subsidiary Voting Stock of Issuers that are Foreign Subsidiaries or Foreign Subsidiary Holdcos, the shares of Foreign Subsidiary Voting Stock of such Issuers pledged by such Grantor hereunder constitute 66% of all the issued and outstanding Foreign Subsidiary Voting Stock of such Issuers (or, if such Grantor owns less than 66% of the issued and outstanding Foreign Subsidiary Voting Stock of any Issuer that is a Foreign Subsidiary, the shares of Foreign Subsidiaries Voting Stock of such Issuer pledged by such Grantor hereunder constitute all the issued and outstanding Foreign Subsidiary Voting Stock of such Issuer that is owned by such Grantor). (b) sets forth under All the heading “shares of the Pledged Notes” all Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly the security interest created by this Agreement or as are permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in each issuer thereof (other than the case of Excluded Foreign Subsidiary Voting Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif less, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 65% of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsExcluded Foreign Subsidiary Voting Stock of each relevant Issuer.

Investment Property. Investment Property (a) . (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) hereto and 6.01(b) of the Credit Agreement, as applicable) sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Credit Agreement, as applicable) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as with a face value, in each case, in excess of the Closing Date$5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets; (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)any Foreign Subsidiary Voting Stock and other Equity Interests specifically excluded from the definition of “Pledged Equity Interests.” (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicable)nonassessable. (d) As of the date hereof, the terms of the membership agreement or partnership agreement that governs any uncertificated Pledged LLC Interests or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests are securities governed by the Uniform Commercial Code of any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the state of the Issuer’s organization. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a) 1 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 1 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing DateGrantor, and all of such Pledged Notes Debt Securities and Pledged Notes, have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered (subject to the First-Second Intercreditor Agreement) and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their termsterms and are not in default and, subject to applicable bankruptcyin the case of those issued by Affiliates of such Grantor, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding inter-company indebtedness owed by such Affiliates to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof owing to thereof. Schedule 1 hereto sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such Grantoraccount, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Second Lien Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The To the extent such concepts are applicable, all the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. No Grantor is in material default of its material obligations under any Organizational Document of any Issuer of Pledged Equity Interests. (d) Such Grantor is None of the record and beneficial owner ofPledged LLC Interests or Pledged Partnership Interests are, and has good and marketable title toor represent interests in entities that (a) are registered as investment companies, (b) are dealt in or traded on securities exchanges or markets or (c) have opted to be treated as securities under the Investment Property pledged by it hereunder, free Uniform Commercial Code of any and all Liens jurisdiction. (e) No consent, approval or options authorization of any Person is required for the pledge by such Grantor of the Pledged Equity Interests pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Grantor (other than such consent, approval or authorization the failure to obtain would (i) reasonably be expected to have, individually or in favor ofthe aggregate, a Material Adverse Effect, or claims of, (ii) result in the creation or imposition of any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options Lien upon or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect toto any property or assets now owned or hereafter acquired by the Borrower or any such Loan Parties, or property that is convertible intoother than Permitted Liens), or that requires whether under (w) the issuance or sale of, Organizational Documents of any Issuer of Pledged Equity Interests, (x) any provision of law, statute, rule or regulation, (y) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (z) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which any Grantor is a party or by which any of them or any of their property is or may be bound, except such as have been obtained and are in full force and effect.

Investment Property. (a) Schedule 3.7(a3.06(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor in its subsidiaries and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b3.06(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Dateand, and to such Grantor’s knowledge, all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Each Grantor is the sole entitlement holder or customer of each such account, and no Grantor has consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account, in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents Equity Interests in each Issuer owned by such Grantor in each issuer thereof (other than any Excluded StockEquity Interests). (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction). There shall be no Pledged LLC Interests or Pledged Partnership Interests which provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof, unless the same are certificated and all certificates relating thereto have been delivered to the Collateral Agent pursuant to the terms hereof. (e) Such Grantor is the record and beneficial owner of, and has good and marketable defeasible title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Personperson, except Permitted Liens and other Liens expressly permitted by Section 7.02 8.01 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as and Pledged Trust Interests, in each case, of the Closing Date, Subsidiaries owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Notes Debt Securities and Pledged Notes, in each case, of the Subsidiaries owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation obligations of the issuers Issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts, in each case which contain assets of more than $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto, or any party acting for the benefit of the Collateral Agent) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor or, in the case of Voting Stock of any Foreign Subsidiary, if less (as a result of any Voting Stock of a Foreign Subsidiary being excluded from the definition of “Pledged Equity Interests”), 65% of the outstanding Voting Stock of any Foreign Subsidiary of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests of such Grantor’s Subsidiaries have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) Part 1 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction and Part 2 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified) from time to time lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction. (e) Part 3 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction and Part 4 of Schedule 12 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time ) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the uniform commercial code of any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, of the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterests in any majority-owed Subsidiary of such Grantor. (g) Each Issuer that is not a Grantor and is a Subsidiary of a Grantor hereunder has executed and delivered to the Collateral Agent an Acknowledgment and Consent, in substantially the form of Exhibit A hereto, to the pledge of its Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 this Agreement and Permitted Liens. (b) No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Credit AgreementInvestment Property other than as set forth on Schedule 3.6 hereto. (c) As of the date hereof, the Pledged Stock pledged by such Grantor hereunder constitutes all the issued and outstanding shares or other units of all classes of the Equity Interests of each Issuer owned by such Grantor. (d) As of the date hereof, the Pledged Stock is duly and validly authorized and issued, fully paid and non-assessable (to the extent applicable), and all documentary stamp or other Taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid. (e) As of the date hereof, no Issuer has issued, and there are no outstanding warrantsnot outstanding, options any options, warrants or other rights to purchaseacquire Equity Interests of such Issuer other than as set forth on Schedule 3.6 hereto. (f) As of the date hereof, certificates representing all of the certificated Pledged Stock owned by Grantors have been delivered to the Collateral Trustee for the ratable benefit of the Secured Parties, together with an undated stock power covering each such certificate duly executed in blank by the applicable Grantor to the Collateral Trustee, a list of such certificates is set forth on Schedule 3.6(f) hereto , in each case, unless the Grantors would not be required to deliver such certificates and powers to Collateral Trustee pursuant to Section 4.1 hereof. (g) Neither the grant of the security interest in the Pledged Stock or any other Investment Property by any Grantor to the Collateral Trustee for the ratable benefit of the Secured Parties herein, nor the exercise by the Collateral Trustee (at the direction of the Required Holders) of its rights or remedies hereunder with respect thereto, will conflict with any provision of the articles of organization, certificate of formation, certificate of incorporation, articles of incorporation, charter, bylaws, limited liability company agreement or other organizational document of any Issuer or any agreement by and between any Grantor or Issuer and its shareholders or equity owners or among any such shareholders or equity owners. Except as expressly contemplated herein or any other Indenture Document, no consent, approval, authorization or order of, and no notice to or filing with, any court, Governmental Authority, Issuer, or shareholderthird party is required in connection with the grant or perfection by the Grantors of the security interests in the Pledged Stock or any other Investment Property herein except as may be required under the UCC or any restrictions on transferability imposed by applicable state and federal securities laws or by laws affecting the offering and sale of securities generally. (h) To each Grantor’s knowledge, voting trust or similar agreements outstanding each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect tothereto, enforceable in accordance with its terms other than as set forth in Schedule 3.6(b) hereto and subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or property affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing (it being understood that is convertible into, or that requires such knowledge qualifier shall not apply to the issuance or sale of, any Pledged Equity InterestsIntercompany Notes).

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer of such schedule. Schedule 3.7(bPledged Stock owned by such Grantor; provided, with respect to Foreign Subsidiary Voting Stock, if a Grantor owns more than 65% of the outstanding Foreign Subsidiary Voting Stock of any relevant Issuer, the shares of Pledged Stock pledged by such Grantor hereunder shall constitute 65% of the outstanding Foreign Subsidiary Voting Stock of such relevant Issuer. (b) sets forth under All the heading “shares of the Pledged Notes” all Stock (solely with respect to Pledged Stock issued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) have been duly and validly issued and are fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships). (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such (solely with respect to Pledged Notes have been duly authorizedissued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, authenticated or issued, and delivered and are to the best of each Grantor’s knowledge) constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, non-consensual Liens arising by operation of law which are Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Pari Passu Liens.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)and the shares of Pledgor Collateral pledged by Pledgor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of the Company owned by the Pledgor. (cb) The All the shares of the Pledged Equity Interests Stock of such Grantor or Pledgor have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoin the case of Xxxx Las Vegas Capital Corp., are fully paid and nonassessable nonassessable. (c) Each limited liability company or member’s interest or partnership interest owned by such Grantor or Pledgor and included in the Pledged Stock is certificated (and each Grantor covenants that it will not issue or cause or permit its Subsidiaries to issue any Capital Stock in uncertificated form or seek to convert all or any part of its existing Capital Stock into uncertificated form and Pledgor covenants that it will not cause or permit the extent applicable)Company to issue any Capital Stock in uncertificated form) and the terms of such certificated limited liability company or member’s interests and partnership interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the applicable jurisdiction. (d) To the knowledge of each Grantor, each of the Pledged Notes issued to such Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Such Grantor or Pledgor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted and restrictions on transfer imposed by Section 7.02 the Nevada Gaming Laws. (f) Each Issuer that is not a Grantor but is an Affiliate of any Grantor has executed and delivered to the Collateral Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Credit Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. As of the Execution Date: (a) Schedule 3.7(a) hereto 2 sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests”, respectively, all of the Pledged Equity Interests as of the Closing Date, owned by any Grantor and required to be pledged hereunder and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading headings “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes (in each case with a value in excess of $3,000,000, individually) owned by any Grantor as of the Closing Dateand required to be pledged hereunder, and all of such Pledged Notes have been duly authorizedDebt Securities and Pledged Notes, authenticated or issuedto the knowledge of such Grantor, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals principles of equity, regardless of whether considered in a proceeding in equity or at law, law and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.fair dealing; (b) The Schedule 2 sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest (other than, in each case, Excluded Accounts). Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto; (c) All of the shares of Pledged Equity Interests required to be pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any Excluded StockAssets).; (cd) The All of the shares of Pledged Equity Interests required to be pledged hereunder have been duly and validly issued and, except and (other than such Pledged Equity Interests consisting of limited liability or partnership interests which cannot be fully paid or which cannot be nonassessable) are fully paid and nonassessable; (e) Except as set forth on Schedule 3.7(a) hereto2, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterest required to be pledged hereunder; (f) Except as set forth on Schedule 2, there are no limited liability company or limited partnership interests issued by an Issuer (other than any Immaterial Restricted Subsidiary) required to be pledged hereunder that constitute a “security” within the meaning of Article 8 of the UCC.

Investment Property. (a) Schedule 3.7(a4.8(a) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b4.8(b) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes (if any) owned by any Grantor as of the Closing Date, and all each of such Pledged Debt Securities and Pledged Notes have (if any) has been duly authorized, authenticated or issued, issued and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 4.8(c) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest that are included in the Collateral. Each Grantor is the sole entitlement holder or customer of each such account set forth opposite its name on such schedule, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Trustee pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto, except for any such account that constitutes an Excluded Asset. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and all the shares of the Pledged Stock are fully paid and nonassessable nonassessable. (d) As of the Restatement Date, the terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the extent applicable“issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction). (de) There shall be no certificated Pledged LLC Interests or Pledged Partnership Interests which expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof, except if such certificate has been delivered to the Collateral Trustee pursuant to the terms hereof. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted to exist thereon by Section 7.02 each of the Credit AgreementSecured Debt Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is not a Grantor hereunder has executed and delivered to the Collateral Trustee an Acknowledgment and Consent, in substantially the form of Exhibit C, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto 7 of each Grantor’s Perfection Certificate sets forth under the heading “Pledged Equity Interests” a correct and complete list of all of the Pledged Investment Property owned by such Grantor, other than, in the case of Investment Property that does not constitute Equity Interests of a Subsidiary, any Investment Property with a value of less than $75,000 on an individual basis. Each Grantor is the legal and beneficial owner of such Investment Property, as so identified, free and clear of any Lien (other than Permitted Liens), and has not sold, granted any option with respect to, assigned or transferred, or otherwise disposed of any of its rights or interests therein (other than pursuant to Permitted Liens). Furthermore, (i) to such Grantor’s knowledge, all Investment Property constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Investment Property) duly authorized and validly issued by the Investment Property Issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are securities as defined in Article 8 of the Closing DateUCC as a result of actions by the Investment Property Issuer thereof or otherwise, and or, if such Pledged Equity Interests constitute certificates are not securities as defined in Article 8 of the percentage of issued and outstanding shares of stockUCC, percentage of membership interests, percentage of partnership interests or percentage of beneficial such Grantor has taken all necessary steps to perfect the security interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under Collateral Agent for the heading “Pledged Notes” all benefit of the Pledged Notes owned by Secured Parties therein as a General Intangible, and (iii) to such Grantor’s knowledge, all Investment Property that represents Indebtedness owed to any Grantor as of the Closing Date, and all of such Pledged Notes have has been duly authorized, authenticated or issued, issued and delivered and are by the Investment Property Issuer of such Indebtedness is the legal, valid and binding obligation of the issuers thereof enforceable such Investment Property Issuer and such Investment Property Issuer is not in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantordefault thereunder. (b) The shares To the best of Pledged Equity Interests pledged by such Grantor hereunder constitute all Grantor’s knowledge, (i) none of the Investment Property that constitutes Collateral has been issued or transferred in violation in any material respect of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject and outstanding shares (ii) none of all classes such Investment Property is or will be subject to any option, right of Stock first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Investment Property hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock)remedies hereunder. (c) The Pledged To the extent any Grantor is an Investment Property Issuer: (i) the owners of the Investment Property Issuer’s Equity Interests have been duly that are Grantors and validly issued and, except the ownership interest of each such owner in the Investment Property Issuer are as set forth on Schedule 3.7(athe applicable Perfection Certificate, and each such owner is the registered owner thereof on the books of the Investment Property Issuer, consents to the Lien of the Collateral Agent hereunder or under any other Security Document and waives any restriction or limitation in any agreement that would otherwise prohibit or limit such Lien; (ii) hereto, are fully paid and nonassessable the Investment Property Issuer acknowledges the Collateral Agent’s Lien; (iii) to the extent applicable). (d) Such Grantor is required to perfect the record Collateral Agent’s Liens, such security interest, collateral assignment, lien and beneficial owner of, and pledge in favor of the Collateral Agent has good and marketable title to, been registered on the books of the Investment Property pledged by it hereunder, free Issuer for such purpose as of the date hereof; and (iv) the Investment Property Issuer is not aware of any liens, restrictions or adverse claims that exist on any such Investment Property other than the continuing security interest, collateral assignment, lien and all Liens or options pledge in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights Collateral Agent granted pursuant to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsSection 2.1.

Investment Property. (a) All financial institutions or financial intermediaries holding or in possession of any Investment Property in excess of $1,000,000 are set forth in Section 6.10 of Schedule 3.7(a) hereto sets forth under 1. Each Grantor is and will at all times be the heading “Pledged Equity Interests” sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Equity Interests indicated on Schedule 2 as of being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date. All of the Pledged Interests issued by Pledged Companies are duly authorized, validly issued, fully paid and such nonassessable and the Pledged Equity Interests constitute or will constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security Capital Stock of the respective issuers thereof owing to such Grantor. (b) The shares Pledged Companies of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth identified on Schedule 3.7(a) hereto, are fully paid 2 hereto as supplemented or modified by any Pledged Interests Addendum. Each Grantor has the right and nonassessable (requisite authority to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, pledge the Investment Property pledged by it hereundersuch Grantor to Bank as provided herein. All actions necessary under the UCC (to the extent the UCC is applicable) to perfect, free of any and all Liens or options in favor establish the first priority of, or claims ofotherwise protect, any other Person, except Bank’s Liens expressly permitted by Section 7.02 of in the Credit AgreementInvestment Property, and there the Proceeds thereof, have been or will be promptly and duly taken, upon request by Bank. Each Grantor has delivered to and deposited with Bank (or, with respect to any Pledged Interests created after the Closing Date, will deliver and deposit in accordance with Sections 4.3 and 7.8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are no outstanding warrantsrepresented by certificates, options and undated powers, or other rights to purchaserelevant document of transfer, or shareholder, voting trust or similar agreements outstanding endorsed in blank with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Intereststo such certificates.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth as of the most recent Applicable Date with respect to such Grantor under the heading “Pledged Equity InterestsCapital Stock” all of the Pledged Equity Interests as of the Closing Date, Capital Stock owned by any Grantor and such Pledged Equity Interests constitute Capital Stock constitutes the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth as of the most recent Applicable Date with respect to such Grantor under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of and, to the Closing DateGrantors’ knowledge, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and (i) are the legal, valid and binding obligation of the issuers thereof enforceable against the Grantors in accordance with their terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws relating to or other laws affecting creditors’ rights generally and subject to general equitable principals of equity, regardless of (whether considered in a proceeding in equity or at law) and (ii) are not in default, except for defaults which individually or in the aggregate would not have a material adverse effect on the value of the Collateral, taken as a whole; and such Pledged Debt Securities and Pledged Notes constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth as of the most recent Applicable Date with respect to such Grantor under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts (other than Deposit Accounts constituting Agreed Unperfected Collateral) in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto; (ba) The shares of Pledged Equity Interests Capital Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (cb) The All the shares of the Pledged Equity Interests Capital Stock have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) None of the Pledged Capital Stock consisting of partnership interests or limited liability company interests are or represent interests in issuers that are: (a) registered as investment companies, (b) are dealt in or traded on securities exchanges or markets or (c) have opted for their interests to be treated as securities under the UCC. (c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other PersonLiens, except Permitted Liens expressly permitted by Section 7.02 and, as of the Credit Agreementdate hereof, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsCapital Stock. (d) Each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “The Borrower's and each Guarantor's Pledged Equity Interests” Interests constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares Equity Interests of stockeach Person owned by the Borrower or such Guarantor (except in the case of Foreign Subsidiaries, percentage as limited in accordance with the definition of membership interests, percentage of partnership interests or percentage of beneficial interest "Pledged Interests" herein). All of the respective issuers thereof indicated on Pledged Interests owned by the Borrower of any Guarantor are represented by the certificates listed in the Borrower's or such scheduleGuarantor's Collateral Disclosure Certificate. (b) The Borrower's and each Guarantor's Pledged Interests have been duly and validly issued and are fully paid and nonassessable. Schedule 3.7(bThere is no amount or other obligation owing by the Borrower or any Guarantor to any issuer of such Pledged Interests in exchange for or in connection with the issuance of the Pledged Interests or the Borrower's or such Guarantor's status as a stockholder, member, or partner of any such issuer. (c) sets forth under the heading “Pledged Notes” all Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, insolvency and reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ ' rights generally and subject to general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor The Borrower or a Guarantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property Pledged Interests and Pledged Notes pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except for Liens expressly permitted by Section 7.02 in favor of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsAgent.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading “headings "Pledged Equity Stock, "Pledged LLC Interests” ," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “"Pledged Debt Securities" or "Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such . No Grantor hereunder constitute all of the issued has consented to, and outstanding shares of all classes of Stock and Stock Equivalents owned by such no Grantor in each issuer thereof is otherwise aware of, any Person (other than Excluded Stock). the Administrative Agent pursuant hereto) having "control" (cwithin the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) The Pledged Equity Interests over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have been duly and validly issued and, except as set forth a lien on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged any such account being held by it hereunder, free to secure only the payment of any fees and all Liens or options expenses owed to it in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 respect of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestsmaintenance of such account.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading “"Pledged Equity Interests” Capital Stock" all of the Pledged Equity Interests as of the Closing Date, Capital Stock owned by any Grantor and such Pledged Equity Interests constitute Capital Stock constitutes the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “"Pledged Debt Securities" or "Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of and, to the Closing DateGrantors' knowledge, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and (i) are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws relating to or other laws affecting creditors’ ' rights generally and subject to general equitable principals of equity, regardless of (whether considered in a proceeding in equity or at law) and (ii) are not in default, except for defaults which individually or in the aggregate would not have a material adverse effect on the value of the Pledged Debt Securities and Pledged Notes, taken as a whole; and such Pledged Debt Securities and Pledged Notes constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. . Schedule 2 hereto (bas such schedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings "Securities Accounts," "Commodities Accounts," and "Deposit Accounts" respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof Deposit Accounts (other than Excluded Stock). Deposit Accounts constituting Agreed Unperfected Collateral) in which each Grantor (cother than Holdings) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such has an interest. Each Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and such Grantor has good and marketable title not consented to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims is not otherwise aware of, any Person (other Personthan the Administrative Agent pursuant hereto) having "control" (within the meanings of Sections 8-106, except Liens expressly permitted by Section 7.02 9-106 and 9-104 of the Credit AgreementUCC) over, and there are no outstanding warrantsor any other interest in, options any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.credited thereto;

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading “headings "Pledged Equity Stock, "Pledged LLC Interests” ," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “"Pledged Debt Securities" or "Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. No Grantor has consented to, and no Grantor is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having "control" (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have a lien on any such account being held by it to secure only the payment of fees and expenses owed to it in respect of the maintenance of such account. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) Each Issuer which is an Affiliate of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Borrower that is convertible intonot a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, or that requires in substantially the issuance or sale ofform of Exhibit A, any to the pledge of the Pledged Equity InterestsSecurities pursuant to this Agreement.

Investment Property. Schedule 3.5 hereto (aas such schedule may be amended or supplemented from time to time) Schedule 3.7(a) hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of and Pledged Trust Interests owned by the Closing Date, Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b3.5 (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any the Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute is not in default and constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to the Grantor. Schedule 3.5 hereto (as such Grantor. (bschedule may be amended from time to time) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the issued Securities Accounts, Commodities Accounts and outstanding shares Deposit Accounts of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) the Grantor. The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner ofsole entitlement holder or customer of each such account, and the Grantor has good and marketable title to, the Investment Property pledged by it hereunder, free not consented to or is otherwise aware of any person having “control” (within the meanings of Sections 8-106, 9-106 and all Liens or options in favor of9-104 of the New York UCC) over, or claims ofany other interest in, any other PersonSecurities Account, except Liens expressly permitted by Section 7.02 of Commodity Account, Deposit Account, in each case in which the Credit AgreementGrantor has an interest, and there are no outstanding warrantsor any securities, options commodities or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestscredited thereto.

Investment Property. (a) Schedule 3.7(a) 2 hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests” and “Pledged Partnership Interests” respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, interests or percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b) 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by representing or evidencing Indebtedness from time to time owed to any Grantor as in an aggregate principal amount in excess of the Closing Date, $1,000,000 and all of such Pledged Debt Securities and Pledged Notes have been been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated or authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at lawdefault, and in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed from Affiliates evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts, in each case, with amounts contained therein in excess of $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto or as set forth on Schedule 2 hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of for the Credit Agreement, and there are no outstanding warrantsLiens, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires claims created under this Agreement and Liens permitted under the issuance or sale of, any Pledged Equity InterestsPriority Lien Documents.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) hereto and 6.01(b) of the Bridge Facility Agreement, as applicable) sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicable) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as with a face value, in each case, in excess of the Closing Date$5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor.. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets; (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)any Foreign Subsidiary Voting Stock and other Equity Interests specifically excluded from the definition of “Pledged Equity Interests.” (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicable)nonassessable. (d) As of the Debt Assumption (if any), the terms of the membership agreement or partnership agreement that governs any uncertificated Pledged LLC Interests or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests are securities governed by the Uniform Commercial Code of any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the state of the Issuer’s organization. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Within five Business Days after the Debt Assumption Date, unless Discharge of the Obligations has occurred on or prior to the expiration of such period, each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement,.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by such scheduleGrantor (other than Capital Stock in Insurance Subsidiaries, Non-Profit Entities, Liquidating Subsidiaries, Foreign Subsidiaries, Domestic Subsidiaries substantially all of whose assets consist of the stock of Foreign Subsidiaries and Unrestricted Subsidiaries not required to be pledged pursuant to the Loan Documents). Schedule 3.7(b) sets forth under The Pledged LLC Interests pledged by the heading “Grantors constitute all the issued and outstanding Capital Stock of each Issuer that is a limited liability company in which any Grantor has any right, title or interest (other than Capital Stock in Insurance Subsidiaries, Non-Profit Entities, Liquidating Subsidiaries, Foreign Subsidiaries, Domestic Subsidiaries substantially all of whose assets consist of the stock of Foreign Subsidiaries and Unrestricted Subsidiaries not required to be pledged pursuant to the Loan Documents). All the shares of the Pledged Notes” all Stock and the Pledged LLC Interests have been duly and validly issued and in the case of the Pledged Stock are fully paid and nonassessable. Each of the Pledged Notes owned by any Grantor as of constitutes the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, legally valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) . Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the Lien created by Section 7.02 of the Credit Agreement, this Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Liens.

Investment Property. (a) As more fully set forth on Schedule 3.7(a) hereto sets forth under 4 and subject to Section 2.2, the heading “shares of Pledged Equity Interests” Stock pledged by such Grantor hereunder constitute all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer owned by such schedule. Schedule 3.7(bGrantor. (b) sets forth under All the heading “shares of the Pledged Notes” all Stock issued by any Subsidiary of any Grantor have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes owned issued by any Subsidiary of any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free prior to all other Liens on such Collateral except for Permitted Liens. (e) As of any and all Liens or options in favor ofthe Closing Date, or claims of, any other Person, except Liens expressly permitted by subject to Section 7.02 8.16 of the Credit Agreement, all existing certificates representing Pledged Stock pledged by such Grantor hereunder, accompanied by instruments of transfer and there are no outstanding warrantsundated stock powers endorsed in blank, options have been delivered to the Collateral Agent in accordance with Section 4.5 and the Credit Agreement. (f) All Pledged Stock that is issued by an Issuer that is a corporation is represented by a certificate and constitutes a “security” subject to Article 8 of the UCC (except, solely with respect to any Issuer that is a Foreign Subsidiary, to the extent otherwise disclosed on Schedule 4). None of the Pledged Stock that is issued by an Issuer that is not a corporation (i) is dealt in or other rights traded on a securities exchange or in a securities market, (ii) (x) by its terms is silent on whether such Pledged Stock is or is not a “security” governed by Article 8 of the UCC or by its terms expressly provides that it is not a “security” governed by Article 8 of the UCC and, in either case, is evidenced by certificates or (y) by its terms expressly provides that it is a “security” governed by Article 8 of the UCC unless certificates evidencing such Pledged Stock have been delivered to purchaseCollateral Agent, (iii) is an investment company security, or shareholder, voting trust or similar agreements outstanding with respect to, or property that (iv) is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestsheld in a Securities Account not subject to a Securities Account control agreement.

Investment Property. (a) Schedule 3.7(a2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) hereto sets forth under the heading headings “Pledged Equity Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as and Pledged Trust Interests, in each case, of the Closing Date, Subsidiaries owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Notes Debt Securities and Pledged Notes, in each case, of the Subsidiaries owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation obligations of the issuers Issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts”, “Commodities Accounts”, and, to the extent constituting Collateral in accordance with the terms hereof or any Supplemental Collateral Agreement , “Deposit Accounts”, respectively, all of the Securities Accounts, Commodities Accounts and, to the extent constituting Collateral in accordance with the terms hereof or any Supplemental Collateral Agreement , Deposit Accounts, in each case which contain assets of more than $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto, or any party acting for the benefit of the Collateral Agent) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or, to the extent constituting Collateral in accordance with the terms hereof or any Supplemental Collateral Agreement with respect thereto, Deposit Account, or any securities, commodities or other property credited thereto. (ba) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor or, in the case of Voting Stock of any Foreign Subsidiary, if less (as a result of any Voting Stock of a Foreign Subsidiary constituting Excluded Equity Interests and being excluded from the definition of “Pledged Equity Interests”), 65% of the outstanding Voting Stock of any Foreign Subsidiary of each issuer thereof (other than Excluded Stock)relevant Issuer. (cb) The All the shares of the Pledged Equity Interests of such Grantor’s Subsidiaries have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable nonassessable. (c) Part 1 of Schedule 9 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the extent applicable)terms of which expressly provide that they are governed by Article 8 of the Uniform Commercial Code of any jurisdiction and Part 2 of Schedule 9 (as the same may be amended, restated, supplemented, replaced or otherwise modified) from time to time lists all uncertificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the Uniform Commercial Code of any jurisdiction. (d) Part 3 of Schedule 9 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which expressly provide that they are governed by Article 8 of the Uniform Commercial Code of any jurisdiction and Part 4 of Schedule 9 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time ) lists all certificated Pledged LLC Interests and Pledged Partnership Interests of any Subsidiary of any Grantor the terms of which do not expressly provide that they are governed by Article 8 of the Uniform Commercial Code of any jurisdiction. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, of the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsInterests in any majority-owed Subsidiary of such Grantor. (f) Each Issuer that is not a Grantor and is a Subsidiary of a Grantor hereunder has executed and delivered to the Collateral Agent an Acknowledgment and Consent, in substantially the form of Exhibit A, to the pledge of its Pledged Securities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto Exhibit D sets forth under the heading “Pledged Equity Interests” a correct and complete list of all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes Investment Property Collateral owned by any each Grantor as of the Closing Effective Date. As of the Effective Date, each Grantor is the legal and all beneficial owner of such Pledged Notes have Investment Property Collateral, as so reflected, free and clear of any Lien (other than Permitted Liens), and has not sold, granted any option with respect to, assigned or transferred, or otherwise disposed of any of its rights or interest therein. Each Grantor further represents and warrants that (i) to such Grantor’s knowledge, all Investment Property constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Investment Property) duly authorized and validly issued by the Investment Property Issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Investment Property Issuer thereof or otherwise, or, if such certificates are not Securities as defined in Article 8 of the UCC, such Grantor has filed financing statements in appropriate form to perfect the security interest of the Collateral Agent for the benefit of the Secured Parties therein as a General Intangible, and (iii) to Grantor’s knowledge, all Investment Property that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued, issued and delivered by the Investment Property Issuer of such Indebtedness and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such GrantorInvestment Property Issuer. (b) The shares of Pledged Equity Interests pledged by such Each Grantor hereunder constitute all further represents and warrants that, as of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued andEffective Date, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) Such Grantor is the record and beneficial owner ofbest of such Grantor’s knowledge, and has good and marketable title to, none of the Investment Property pledged by it Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Investment Property Collateral hereunder, free the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of any rights and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interestsremedies hereunder.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each relevant Issuer owned by such scheduleGrantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer owned by such Grantor. Schedule 3.7(bEach Grantor acknowledges and agrees that (i) sets forth under to the heading extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof. (b) All the shares of the Pledged Notes” all Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (ai) Schedule 3.7(a) hereto sets forth under The Pledged Debt Securities and Pledged Notes (with respect to Pledged Debt Securities and Pledged Notes issued by a Person other than Holdings or a subsidiary of Holdings only, to the heading “best knowledge of such Grantor and only to the extent that such Pledged Equity Interests” all Debt Securities and Pledged Notes, either individually or in the aggregate, constitute a material portion of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(bCollateral) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and are not in default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (bii) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents Equity Interests in each Issuer owned by such Grantor except, in the case of Excluded Foreign Subsidiary Voting Stock, the Pledged Equity Interests shall not constitute more than 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (ciii) The Pledged Equity Interests (with respect to Pledged Equity Interests issued by a Person other than Holdings or a subsidiary of Holdings only, to the best knowledge of such Grantor) have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (div) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, of any other Personperson, except Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement, and except as is permissible under the Credit Agreement, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock, “Pledged LLC Interests” and “Pledged Partnership Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests as of the Closing Date, and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered are not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. No Grantor has consented to, and no Grantor is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have a lien on any such account being held by it to secure only the payment of fees and expenses owed to it in respect of the maintenance of such account. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each Issuer owned by such Grantor in each issuer thereof (other than Excluded Stock)Grantor. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) Each Issuer which is an Affiliate of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Borrower that is convertible intonot a Grantor hereunder has executed and delivered to the Administrative Agent a Confirmation of Pledge by Issuer, or that requires in substantially the issuance or sale ofform of Exhibit A, any to the pledge of the Pledged Equity InterestsSecurities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all capital stock of the Pledged Notes each Issuer owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity ; and the Partnership/LLC Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such ownership interests in which the Grantor has any right, title or interest in each issuer thereof Partnership/LLC in which it is a partner or member. (other than Excluded Stock)b) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the applicable Grantor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect creditors' rights generally and the availability of equitable remedies. (c) The All the shares of the Pledged Equity Stock have been duly and validly issued and are fully paid and nonassessable and all of the Partnership/LLC Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable).issued; (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by this Agreement and Permitted Liens. (e) Except as contemplated by Section 7.02 of the Credit Agreement6.7, and there are provided in Section 4.13, no outstanding warrantsconsent or authorization of, options filing with, or other rights to purchase, act by or shareholder, voting trust or similar agreements outstanding with in respect to, or property that is convertible into, or that requires the issuance or sale of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of any Grantor or any Issuer or any general or limited partner or member of any Partnership/LLC), is required in connection with the execution, delivery, performance, validity or enforceability against such Grantor of this Agreement, except (i) as may be required in connection with the disposition of the Pledged Equity InterestsStock and the Partnership/LLC Interests by laws affecting the offering and sale of securities generally, (ii) filings with the United States Copyright Office, the United States Patent and Trademark Office, the Canadian Trademarks Office, or the Canadian Copyright Office and (iii) filings under the Uniform Commercial Code; (f) The Grantors have delivered to the Administrative Agent true and complete copies of the partnership agreements and operating agreements, as applicable, for each of the Partnerships/LLCs, which partnership agreements and operating agreements are currently in full force and effect and have not been amended or modified except as disclosed to the Administrative Agent in writing.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof relevant Issuer. (other than Excluded Stock)b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) The terms of any uncertificated limited liability company interests and partnership interests included in the Pledged Equity Interests have been duly and validly issued and, except Stock expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the "issuer's jurisdiction" of each Issuer thereof (as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to such term is defined in the extent applicableUniform Commercial Code in effect in such jurisdiction). (d) The terms of any certificated limited liability company interests and partnership interests included in the Pledged Stock expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of New York. (e) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. (g) Each Issuer that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Credit Pledged Securities pursuant to this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Debt Securities and Pledged Notes have has been duly authorized, authenticated or issued, and delivered and are is the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute constitutes all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. No Grantor has consented to, and no Grantor is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto other than the securities intermediary or depository bank in respect thereof which may have a lien on any such account being held by it to secure only the payment of fees and expenses owed to it in respect of the maintenance of such account. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock and Stock Equivalents of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each issuer thereof (other than Excluded Stock)relevant Issuer. (c) The All the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, and are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (e) The terms of any certificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect in any jurisdiction. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted by Section 7.02 Permitted Liens. All of the Credit Agreement, and there Deposit Accounts of such Grantor as of the Amendment Effective Date are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property listed on Schedule 8. (g) Each Issuer which is an Affiliate of the Borrower that is convertible intonot a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Consent, or that requires in substantially the issuance or sale ofform of Exhibit A, any to the pledge of the Pledged Equity InterestsSecurities pursuant to this Agreement.

Investment Property. (a) Schedule 3.7(a) hereto sets forth under The shares of Pledged Stock pledged by such Grantor hereunder constitute all the heading “Pledged Equity Interests” all of the Pledged Equity Interests as of the Closing Date, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest all classes of the respective issuers thereof indicated on Capital Stock of each Issuer of such schedule. Schedule 3.7(bPledged Stock owned by such Grantor; provided, with respect to Foreign Subsidiary Voting Stock, if a Grantor owns more than 65% of the outstanding Foreign Subsidiary Voting Stock of any relevant Issuer, the shares of Pledged Stock pledged by such Grantor hereunder shall constitute 65% of the outstanding Foreign Subsidiary Voting Stock of such relevant Issuer. (b) sets forth under All the heading “shares of the Pledged Notes” all Stock (solely with respect to Pledged Stock issued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, to the best of each Grantor's knowledge) have been duly and validly issued and are fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships). (c) Each of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such (solely with respect to Pledged Notes have been duly authorizedissued by a person that is not a Subsidiary of any Borrower or an Affiliate of any such Subsidiary, authenticated or issued, and delivered and are to the best of each Grantor's knowledge) constitutes the legal, valid and binding obligation of the issuers thereof obligor with respect thereto, enforceable in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ ' rights generally and subject to generally, general principals of equity, regardless of equitable principles (whether considered in a proceeding in equity or at law, ) and constitute all an implied covenant of the issued good faith and outstanding indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable)fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens expressly permitted the security interest created by Section 7.02 of the Credit this Agreement, and there non-consensual Liens arising by operation of law which are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity InterestsPermitted Liens.

Investment Property. (a) All financial institutions or financial intermediaries holding or in possession of any Investment Property are set forth in Section 4.11 of Schedule 3.7(a) hereto sets forth under 1. Such Grantor is and will at all times be the heading “Pledged Equity Interests” sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Equity Interests indicated on Schedule 2 as of being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date. All of the Pledged Interests issued by Domestic Pledged Companies are duly authorized, validly issued, fully paid and such nonassessable and the Pledged Equity Interests constitute or will constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 3.7(b) sets forth under the heading “Pledged Notes” all of the Pledged Notes owned by any Grantor as of the Closing Date, and all of such Pledged Notes have been duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law, and constitute all of the issued and outstanding indebtedness evidenced by an instrument or certificated security Ownership Interests of the respective issuers thereof owing to such Grantor. (b) The shares Pledged Companies of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents owned by such Grantor in each issuer thereof (other than Excluded Stock). (c) The Pledged Equity Interests have been duly and validly issued and, except as set forth identified on Schedule 3.7(a) hereto, are fully paid and nonassessable (to the extent applicable). (d) 2 hereto as supplemented or modified by any Pledged Interests Addendum. Such Grantor is has the record right and beneficial owner of, and has good and marketable title to, requisite authority to pledge the Investment Property pledged by it hereundersuch Grantor to Agent as provided herein. All actions necessary under the UCC (to the extent the UCC is applicable) to perfect, free of any and all Liens or options in favor establish the first priority of, or claims ofotherwise protect, any other Person, except Agent's Liens expressly permitted by Section 7.02 of in the Credit AgreementInvestment Property, and there the Proceeds thereof, have been or will be promptly and duly taken. Such Grantor has delivered to and deposited with Agent (or, with respect to any Pledged Interests created after the Closing Date, will deliver and deposit with Agent) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are no outstanding warrantsrepresented by certificates, options and undated powers, or other rights to purchaserelevant document of transfer, or shareholder, voting trust or similar agreements outstanding endorsed in blank with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Intereststo such certificates.

Investment Property. (a) Schedule 3.7(a2 hereto (as such schedule may be amended from time to time) hereto sets forth under the heading headings “Pledged Equity Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Equity Stock, Pledged LLC Interests, Pledged Partnership Interests as of the Closing Date, and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such scheduleSchedule. Schedule 3.7(b2 hereto (as such schedule may be amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor as with a face value, in each case, in excess of the Closing Date$15,000,000, and all of such Pledged Debt Securities and Pledged Notes have been been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally terms and subject to general principals of equity, regardless of whether considered is not in a proceeding in equity or at law, default and constitute all of the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge of, any Person having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than an Excluded Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets. (b) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of Stock and Stock Equivalents the Equity Interests of each issuer of a Pledged Security owned by such Grantor in each issuer thereof (other than any such Equity Interests that are Excluded Stock)Assets. (c) The All of the shares of the Pledged Equity Interests have been duly and validly issued and, except as set forth on Schedule 3.7(a) heretoif applicable, are fully paid and nonassessable (to the extent applicable)nonassessable. (d) The terms of the limited liability company or operating agreement or partnership agreement that governs any uncertificated Pledged LLC Interests or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests are securities governed by the Uniform Commercial Code of any jurisdiction. (e) [Reserved]. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens expressly permitted by Section 7.02 of the Credit Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.