Common use of Investment Property Clause in Contracts

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. 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;

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such No Grantor has not consented to, and has no knowledge 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 (other than a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens 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 except expenses owed to it in respect of the extent constituting Excluded Assets;maintenance of such account.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default and 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. Schedule 2 hereto sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 4.7(a) hereto (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableSecond Lien Administrative Agent) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.7(b) (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableSecond 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 with a face value, in each case, in excess of $5,000,000Grantor, 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, 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is not subject to general principles of equity, regardless of whether considered in default a proceeding in equity or at 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; provided, however, that representations set forth in this sentence shall be limited in the case of Pledged Equity Interests or Pledged Debt Securities not issued by Loan Parties to the knowledge of such 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 “Commodities Accounts” in which each Grantor has an interest and in which the value of each such account is in excess of $1,000,000. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 Commodity Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to thereto other than the extent constituting Excluded Assets;First Lien Administrative Agent.

Investment Property. (a) Schedule 2 4.08(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Scheduleschedule. Schedule 2 hereto 4.08(b) (as such schedule may be amended or supplemented 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 applicabletime) 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been(or solely with respect to issuers that are not Grantors or Subsidiaries of such Grantors, to such 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 thereofknowledge) 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 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 is not in default and constitute constitutes all of the issued and outstanding inter-company intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 4.08(c) hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts” and “Deposit Accounts,” respectively, all of the Securities Accounts with a balance in excess of $1,000,000 individually or $2,000,000 in the aggregate and Deposit Accounts with a balance in excess of $1,000,000 individually or $2,000,000 in the aggregate in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative 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, Control over any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) or any securitiesCollateral held or deposited therein, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;in each case in which such Grantor has an interest.

Investment Property. (a) Schedule 2 3.06(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Scheduleschedule. Schedule 2 hereto 3.06(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 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 is not in 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. Each Grantor is Schedule 3.06(c) hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor customarily maintains an interest in excess of $100,000. Each Grantor is the sole entitlement holder or customer of each such account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Deposit Account) , in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “"Pledged Stock”, “"Pledged LLC Interests,” “" "Pledged Partnership Interests” " and “"Pledged Trust Interests,” " respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “"Pledged Debt Securities” " or “"Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such No Grantor has not consented to, and has no knowledge 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 (other than a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens 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 except expenses owed to it in respect of the extent constituting Excluded Assets;maintenance of such account.

Investment Property. (a) Schedule 2 hereto (as such schedule the same may be amended amended, restated, supplemented, replaced or otherwise modified 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests Interests, in each case, of the 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 Schedule. Schedule 2 hereto (as such schedule the same may be amended amended, restated, supplemented, replaced or otherwise modified 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face valueNotes, in each case, in excess of $5,000,000, the Subsidiaries owned by any Grantor and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 3.06(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Scheduleschedule. Schedule 2 hereto 3.06(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face valueand, in each caseto such Grantor’s knowledge, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 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 is not in 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Deposit Account) , in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 4.7(a) hereto (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableAdministrative Agent) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.7(b) (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableAdministrative 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 with a face value, in each case, in excess of $5,000,000Grantor, 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, 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is not subject to general principles of equity, regardless of whether considered in default a proceeding in equity or at 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; provided, however, that representations set forth in this sentence shall be limited in the case of Pledged Equity Interests or Pledged Debt Securities not issued by Loan Parties to the knowledge of such 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 “Commodities Accounts” in which each Grantor has an interest and in which the value of each such account is in excess of $1,000,000. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 Commodity Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (ai) Schedule 2 hereto Each Grantor hereby represents and warrants that (1) 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) date hereof, it does not maintain any Securities Accounts or Commodity Accounts other than those listed in Schedule 16 of the Bridge Facility Perfection Certificate and, except with respect to the Securities Account set forth on Schedule III hereto, the Collateral Agent has a perfected security interest in such Securities Accounts and Commodity Accounts by Control and (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral under the Pledge Agreement, as applicable) sets forth under those not required to be pledged pursuant to the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all terms of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests Pledge Agreement or this Agreement 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 those maintained in Securities Accounts or percentage of beneficial interest Commodity Accounts listed in Schedule 16 of the respective issuers thereof indicated Perfection Certificate. The Grantors shall not permit the Account set forth on such Schedule. Schedule 2 III 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 with have a face value, in each case, balance in excess of $5,000,00050,000 at any time. If any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property (other than any Excluded Property) valued in excess of $500,000 that are not Pledged Securities under the Pledge Agreement, and all of such Pledged Debt Securities and Pledged Notes have beenGrantor shall, on each date on which financial statements are required to Grantor’s knowledge be delivered under Section 5.01(a) or (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereofb) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers Credit Agreement, endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent; provided, that, if any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property (other than any Excluded Property) valued in excess of $1,000,000 that are not Pledged Securities under the Pledge Agreement, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any securities now or hereafter acquired by any Grantor constituting Investment Property (other than any Excluded Property) that are not Pledged Securities are uncertificated, such Grantor shall promptly notify the Collateral Agent thereof enforceable and use its commercially reasonable efforts to, within five (5) Business Days and in accordance any event no later than 30 days (except where legally prohibited therefrom), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, cause the issuer to agree to comply with their terms and is not in default and constitute all of instructions from the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing Collateral Agent as to such securities, without further consent of any Grantor. Each From and after 90 days following the Effective Date (plus, in the event any depositary institution refuses to execute a Control Agreement, then the Grantors shall have an additional 120 days to move such Securities Account or Commodity Account), no Grantor is shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent at least 10 days’ (or such shorter period as may be determined by the Collateral Agent in its sole entitlement holder discretion) prior written notice of its intention to establish such new Securities Account or customer of each “Commodity Account with such Securities Accounts,” “Commodities Accounts,” Intermediary or Commodity Intermediary and “Deposit Accounts” owned by it(2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor has not consented toshall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and has no knowledge of, any Person Investment Property (other than any Excluded Property) in trust for the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 benefit of the UCCCollateral Agent and promptly, and in any event within ten (10) overBusiness Days of actual receipt thereof, deposit such Investment Property and any new securities, instruments, documents or any other interest in, any Investment Property by reason of ownership of such Investment Property received by it into a Securities Account, Account or Commodity Account or Deposit Account (subject to a Control Agreement in favor of the Collateral Agent. No Grantor shall grant Control over any Investment Property to any Person other than a Cash the Collateral Deposit Account) or any securitiesAgent and, commodities or other property credited thereto, except Permitted Liens and except subject to the extent constituting Excluded Assets;terms of the Intercreditor Agreement, Revolving Credit Facility Agents.

Investment Property. (a) Schedule 2 hereto 4.8(a) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “"Pledged Stock”, “," "Pledged LLC Interests,” “" "Pledged Partnership Interests” " and “"Pledged Trust Interests,” " respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.8(b) (as such schedule may be amended or supplemented 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 applicabletime) 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 with a face value, in and each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 thereofif 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 terms 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 is not in 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 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 “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account set forth opposite its name on such schedule, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person person (other than the Administrative Agent 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 (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 for any such account that constitutes an Excluded Assets;Asset.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a Grantor or any Subsidiary thereof) Subsidiaries of such Grantor, or, in the case of those issued by Persons that are not Subsidiaries 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 and is are not in default and and, in the case of those issued by Subsidiaries of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed by such Subsidiaries to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorthereof. Each Grantor is Schedule 2 hereto sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts owned by iteach Grantor. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative Agent pursuant heretohereto or as permitted by the Transaction Documents) having “control” (within the meanings of Sections 8-8- 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;.

Investment Property. (a) Schedule 2 hereto 4.8(a) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.8(b) (as such schedule may be amended or supplemented 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 applicabletime) 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 with a face value, in and each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 thereofif 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 terms 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 is not in 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. Each Grantor is Schedule 4.8(c) (as such schedule may be amended or supplemented from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative Agent 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 (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 for any such account that constitutes an Excluded Assets;Asset.

Investment Property. (a) Schedule 2 3.5 hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any the 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 2 hereto 3.5 (as such schedule may be amended or supplemented 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 applicabletime) 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 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 is not in 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 the Grantor. Each Grantor is Schedule 3.5 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts of the Grantor. The Grantor is the sole entitlement holder or customer of each such account, and such the Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Account, Deposit Account) , in each case in which the Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default and 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. Each Grantor is Schedule 2 hereto sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts (other than Excluded 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 4.08(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Scheduleschedule. Schedule 2 hereto 4.08(b) (as such schedule may be amended or supplemented 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 applicabletime) 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been(or solely with respect to issuers that are not Grantors or Subsidiaries of such Grantors, to such 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 thereofknowledge) 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 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 is not in default and constitute constitutes all of the issued and outstanding inter-company intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 4.08(c) hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts” and “Deposit Accounts,” respectively, all of the Securities Accounts with a balance in excess of $500,000 individually or $1,000,000 in the aggregate and Deposit Accounts with a balance in excess of $500,000 individually or $1,000,000 in the aggregate in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative 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, Control over any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit Account) or any securitiesCollateral held or deposited therein, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;in each case in which such Grantor has an interest.

Investment Property. (a) Schedule 2 4.7(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “"Pledged Stock”, “," "Pledged LLC Interests,” “" "Pledged Partnership Interests” " and “"Pledged Trust Interests,” " respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.7(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “"Pledged Debt Securities” " or “"Pledged Notes” all " each of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, value in excess of $5,000,000200,000 and, in the case of Pledged Debt Securities and Pledged Notes issued by any Grantor (or, in the case of any other Pledged Debt Securities and Pledged Notes, to the knowledge of the Borrower) all of such Pledged Debt Securities and Pledged Notes have 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) 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 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 is not in 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 4.7(c) 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 the value of each such account is in excess of $500,000. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” such account and “Deposit Accounts” owned by it, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Account, Deposit Account) , in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is not subject to general principles of equity, regardless of whether considered in default 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge 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 (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;

Investment Property. (a) Schedule 2 1 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 1 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 terms and is are not in default and 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. Each Grantor is Schedule 1 hereto sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 4.07(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any US Grantor in its subsidiaries as of the date such US Grantor becomes a party to this 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 Scheduleschedule. Schedule 2 hereto 4.07(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any US Grantor with as of the date such US Grantor becomes a face value, in each case, party to this Agreement having a value in excess of $5,000,000, and all of 200,000. Schedule 4.07(c) hereto (as such Pledged Debt Securities and Pledged Notes have been, schedule may be amended from time 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 thereoftime) duly authorized, authenticated or issued, and delivered and are sets forth under the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms and is 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. Each Grantor is the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts having an individual value in excess of $100,000 in which each US Grantor has an interest as of the date such Grantor becomes a party to this Agreement. The applicable US Grantor listed on Schedule 4.07(c) hereto is as of the date such US Grantor becomes a party to this Agreement the sole entitlement holder or customer of each such account, and such no US Grantor has not consented to, and has no knowledge of, is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Deposit Account) , in each case in which such US Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens . Schedule 4.07(a) hereto sets forth under the heading “Pledged Borrower Stock” all of the Equity Interests owned by Parent in US Borrower and except the shares of such Pledged Borrower Stock pledged hereunder constitute 100% of the issued and outstanding shares of stock of US Borrower as of the date such US Grantor becomes a party to the extent constituting Excluded Assets;this Agreement.

Investment Property. (a) Schedule 2 hereto 4.6(a) (and as such schedule may be amended or supplemented from time to time (x) prior to the Discharge of Priority Lien Obligations, concurrently with the delivery by the Borrower of the items officer’s certificate required by Sections 6.01(a) and 6.01(bunder Section 5.04(g) of the Bridge Facility AgreementCredit Agreement (or any successor provision thereto) after the last day of the fiscal quarter in which such Guarantor acquires such Pledged Stock, as applicablePledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests and (y) thereafter, within thirty days after the last day of the fiscal quarter in which such Guarantor acquires such Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor Pledgor 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 2 hereto 4.6(b) (and as such schedule may be amended or supplemented from time to time (x) prior to the Discharge of Priority Lien Obligations, concurrently with the delivery by the Borrower of the items officer’s certificate required by Sections 6.01(a) and 6.01(bunder Section 5.04(g) of the Bridge Facility AgreementCredit Agreement (or any successor provision thereto) after the last day of the fiscal quarter in which such Guarantor acquires such Pledged Debt Securities and Pledged Notes and (y) thereafter, as applicablewithin thirty days after the last day of the fiscal quarter in which such Guarantor acquires such Pledged Debt Securities and Pledged Notes) 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 Guarantor. Schedule 4.6(c) (as such schedule may be amended or supplemented from time to time (x) prior to the Discharge of Priority Lien Obligations, concurrently with a face value, in each case, in excess the delivery of $5,000,000, and all the officer’s certificate required under Section 5.04(g) of such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge the Credit Agreement (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereofsuccessor provision thereto) duly authorized, authenticated or issued, and delivered and are after the legal, valid and binding obligation last day of the issuers thereof enforceable fiscal quarter in accordance with their terms which such Guarantor acquires such Securities Accounts, Commodities Accounts and is not in default Deposit Accounts and constitute all (y) thereafter, within thirty days after the last day of the issued fiscal quarter in which such Guarantor acquires such Securities Accounts, Commodities Accounts and outstanding inter-company indebtedness evidenced by an instrument or certificated security of Deposit Accounts) sets forth under the respective issuers thereof owing to such Grantor. Each Grantor is the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Guarantor has an interest that are included in the Collateral and are not Excluded Perfection Assets. Each Guarantor is the sole entitlement holder or customer of each such account set forth opposite its name on such schedule, and such Grantor Guarantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative Agent 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 (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 for any such account that constitutes an Excluded Assets;Asset or Excluded Perfection Asset.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 representing or evidencing Indebtedness from time to time owed to any Grantor with a face value, in each case, an aggregate principal amount in excess of $5,000,000, 1,000,000 and all of such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default default, 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge 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 (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;.

Investment Property. (a) As of the date hereof, Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. As of the date hereof, Schedule 2 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 representing or evidencing Indebtedness from time to time owed to any Grantor with a face value, in each case, an aggregate principal amount in excess of $5,000,000, 1,000,000 and all of such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default default, 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. Each Grantor is As of the sole entitlement holder or customer of each date hereof, 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” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (ai) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower As of the items required date hereof, no Grantor (1) has any Securities Accounts or Commodity Accounts other than those listed in the Perfection Certificate and each Grantor covenants and agrees that it shall ensure that the Collateral Agent has a perfected First Priority security interest in such Securities Accounts and Commodity Accounts which security interest is perfected by Sections 6.01(a) and 6.01(b) Control promptly but in any event no later than ten Business Days from the date of the Bridge Facility Agreementwritten request of the Collateral Agent, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 7 hereof. Promptly but in any event no later than ten Business Days from the date of the written request of the Collateral Agent, each Grantor shall duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in the Perfection Certificate, if any, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 with a face value, in each casecase in form and substance acceptable to the Collateral Agent. No Grantor shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (A) the applicable Grantor shall have given the Collateral Agent 30 Business Days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, in excess of $5,000,000, and all of (B) such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge (although no knowledge qualifier Intermediary or Commodity Intermediary shall be applicable acceptable to any Pledged Debt the Collateral Agent and (C) such Securities and Pledged Notes issued by a Grantor Intermediary or any Subsidiary thereof) duly authorizedCommodity Intermediary, authenticated or issued, and delivered and are as the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms and is 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itcase may be, and such Grantor has shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within 3 Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to the Collateral Agent's Control. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not consented togive any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default under any New Note has no knowledge ofoccurred or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 3.04(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to 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;Agent.

Investment Property. (a) Schedule 2 4.7(a) hereto (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableAdministrative Agent) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.7(b) (as such schedule may be amended or supplemented from time to time concurrently with by notice from one or more Grantors to the delivery by the Borrower of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreement, as applicableAdministrative 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 with a face value, in each case, in excess of $5,000,000Grantor, 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 the intercompany Pledged Debt Securities and intercompany Pledged Notes have 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is not subject to general principles of equity, regardless of whether considered in default a proceeding in equity or at 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. 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;.

Investment Property. (ai) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower 1) Each Grantor hereby represents and warrants that it (1) has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in SCHEDULE 16 of the items required Perfection Certificate and each Collateral Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Sections 6.01(aControl and (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral under the Pledge Agreement and 6.01(b) those maintained in Securities Accounts or Commodity Accounts listed in SCHEDULE 16 of the Bridge Facility Agreement, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by Perfection Certificate. If 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 shall at any time hold or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 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 acquire any Grantor with a face value, in each case, certificated securities constituting Investment Property valued in excess of $5,000,000500,000 that are not Pledged Securities under the Pledge Agreement, such Grantor shall immediately endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all of in form and substance reasonably satisfactory to the Collateral Agent; PROVIDED, that in no event shall such Pledged Debt Securities and Pledged Notes have been, Grantor be required 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 pledge more than 65% of the issuers voting stock of any non-U.S. Subsidiary. If any securities now or hereafter acquired by any Grantor constituting Investment Property that are not Pledged Securities are uncertificated, such Grantor shall promptly notify each Collateral Agent thereof enforceable and use its commercially reasonable efforts to, within five (5) Business Days and in accordance any event no later than 30 days (except where legally prohibited therefrom), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (at such Grantor's option) (a) cause the issuer to agree to comply with their terms and is not in default and constitute all instructions from the Collateral Agent as to such securities, without further consent of any Grantor, or (b) arrange for the Collateral Agent to become the registered owner of the issued securities. No Grantor shall hereafter establish and outstanding inter-company indebtedness evidenced by an instrument maintain any Securities Account or certificated security Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given each Collateral Agent 15 days' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as 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 itcase may be, and such Grantor has shall have duly executed and delivered to the Collateral Agents a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property (not consented tosubject to the Pledge Agreement or Non-U.S. Pledge Agreements) in trust for the benefit of the Collateral Agents and within five (5) Business Days of actual receipt thereof, deposit such Investment Property and any new securities, instruments, documents or other Investment Property by reason of ownership of such Investment Property received by it into a Securities Account or Commodity Account subject to a Control Agreement in favor of the Collateral Agents. Each Collateral Agent agrees with each Grantor that the Collateral Agents shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has no knowledge of, occurred and is continuing. No Grantor shall grant control over any Investment Property to any Person (other than the Administrative Agent pursuant hereto) having “control” (within Collateral Agents. Notwithstanding the meanings of Sections 8-106foregoing, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities "Collateral Investment Account, Commodity Account or Deposit Account (other than " as identified on Schedule 16 the Perfection Certificate need not be subject to a Cash Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except Control Agreement for a period not to exceed thirty days from the extent constituting Excluded Assets;date hereof.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests,” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is not subject to general principles of equity, regardless of whether considered in default 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge 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 (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;

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 representing or evidencing Indebtedness from time to time owed to any Grantor with a face value, in each case, an aggregate principal amount in excess of $5,000,000, 1,000,000 and all of such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default default, 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 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 Credit Agreement, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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 Grantorterms. 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 New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit an Excluded Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets or Specified Assets;

Investment Property. (ai) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower As of the items required by Sections 6.01(adate hereof, no Grantor (1) has any Investment Property other than that listed in Schedule 6(b) hereof and 6.01(bLender has a perfected First Priority security interest in such Investment Property (except to the extent such Investment Property constitutes Excluded Equity), (2) holds, owns or has any interest in any certificated securities or uncertificated securities, other than those constituting Excluded Equity or Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 6(b). As of the Bridge Facility Agreementdate hereof, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 6(b) hereof, if any, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by . If any Grantor and shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, unless Lender agrees in writing that it is not required, such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests Securities Intermediary or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 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 AgreementCommodity Intermediary, 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itcase may be, and such Grantor has shall duly execute and deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 30 days after the establishment thereof. Each Grantor shall accept any cash and Investment Property in trust for the benefit of Lender and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Lender’s Control. Lender agrees with each Grantor that Lender shall not consented togive any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has no knowledge ofoccurred and is continuing beyond any applicable grace or cure periods or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section shall not apply to any Financial Assets credited to a Securities Account for which Lender is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to 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;Lender.

Investment Property. (a) Schedule 2 hereto (as such schedule the same may be amended amended, restated, supplemented, replaced or otherwise modified 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests Interests, in each case, of the 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 Schedule. Schedule 2 hereto (as such schedule the same may be amended amended, restated, supplemented, replaced or otherwise modified 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face valueNotes, in each case, in excess of $5,000,000, the Subsidiaries owned by any Grantor and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is 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 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 “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 Deposit Account (other than a Cash any Supplemental Collateral Agreement with respect thereto, Deposit Account) , or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 hereto 4.6(a) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower As of the items required by Sections 6.01(a) and 6.01(b) of the Bridge Facility Agreementdate hereof, as applicableSchedule 4.6(b) 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 with a face valueGrantor. Schedule 4.6(c) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts”, in each case“Commodities Accounts” and “Deposit Accounts” respectively, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is not in default and constitute all of the issued Securities Accounts and outstanding inter-company indebtedness evidenced by Deposit Accounts in which each Grantor has an instrument or certificated security interest as of the respective issuers thereof owing to such GrantorClosing Date that are not Excluded Assets, Excluded Perfection Assets or Counterparty Accounts. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account set forth opposite its name on such schedule, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative Agent 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 Commodities 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 for any such account that constitutes an Excluded Assets;Asset, Excluded Perfection Asset or Counterparty Account.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all All of the Pledged Stock, Additional Pledged LLC InterestsStock and New Pledged Stock owned by such Grantor has been duly authorized and validly issued and is fully paid and non-assessable; (b) the Pledged Stock, Pledged Partnership Interests and Pledged Trust LLC Interests owned by any such Grantor and such Pledged Equity Interests constitute the percentage of the issued and outstanding shares equity securities of stockeach issuer thereof set forth on Schedule 1(a), percentage of membership interestsand there are no outstanding warrants, percentage of partnership interests options or percentage of beneficial interest other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto Pledged Stock, Partnership Interests or LLC Interests; (as such schedule may be amended from time c) the certificates delivered to time concurrently with Administrative Agent hereunder constitute all certificates representing the delivery by the Borrower of the items required by Sections 6.01(aPledged Securities and include any Partnership Certificates and LLC Certificates; (d) 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, Additional Pledged Debt Securities and New Pledged Notes Debt owned by any such Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in default and constitute the Pledged Debt, Additional Pledged Debt and New Pledged Debt delivered to Administrative Agent hereunder constitutes all of the issued and outstanding inter-company indebtedness Indebtedness evidenced by an instrument or certificated security of the respective issuers thereof promissory note owing to such Grantor. Each Grantor is ; (e) the sole entitlement holder security interest of Administrative Agent hereunder has been registered on the books and records of any issuer of uncertificated securities included in the Collateral; and (f) with respect to any Investment Property, no consent of any Person, including any other limited or customer general partner of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by it, and such Grantor has not consented to, and has no knowledge ofthe Partnerships, any Person (other than the Administrative Agent pursuant hereto) having “control” (within the meanings member of Sections 8-106, 9-106 and 9-104 of the UCC) overany LLC, or any other interest increditor of any Grantor, is required for either (i) the grant by any such Securities AccountGrantor of the security interests granted hereby, Commodity Account (ii the execution, delivery or Deposit Account performance of this Agreement by any Grantor, or (other than a Cash Collateral Deposit Account) ii the perfection of or the exercise by Administrative Agent of its rights and remedies hereunder (except as may have been taken by or at the direction of any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;Grantor).

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (a) Schedule 2 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 Credit Agreement, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 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 with a face value, in each case, in excess of $5,000,00015,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. 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 New York UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account (other than a Cash Collateral Deposit an Excluded Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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. Each Grantor is Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative Canadian Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) right to obtain dominion or control over, or any other interest in, any such Securities Accountsecurities account, Commodity Account commodity account or Deposit Account (other than a Cash Collateral Deposit Account) deposit account or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;

Investment Property. (a) Schedule 2 4.7(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto 4.7(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and is 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 Exhibit E owing to such Grantor. Each Grantor is Schedule 4.7(c) hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and such Deposit Accounts in which each Grantor has not an interest and in which the value of each such account is in excess of $100,000. Each Grantor is the sole entitlement holder or customer of each such account and no Grantor has consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Account, Deposit Account) , in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 hereto As of the Closing Date (or as of such later date 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 Agreementhas been updated), as applicable) Schedule 1 hereto sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 hereto As of the Closing Date (or as of such later date 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 Agreementhas been updated), as applicable) Schedule 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default and 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 thereof. As of the Closing Date (or as of such Grantor. Each Grantor is later date such schedule has been updated), Schedule 1 hereto sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” owned by itrespectively, 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 has no knowledge 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 (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;.

Investment Property. (a) Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 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 representing or evidencing Indebtedness from time to time owed to any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default default, 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. Each Grantor is Schedule 2 hereto (as such Schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.

Investment Property. (ai) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower As of the items required by Sections 6.01(adate hereof, no Grantor (1) has any Investment Property other than that listed in Schedule 6(b) hereof and 6.01(bLender has a perfected First Priority security interest in such Investment Property (except to the extent such Investment Property constitutes Excluded Equity), (2) holds, owns or has any interest in any certificated securities or uncertificated securities, other than those constituting Excluded Equity or Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 6(b). As of the Bridge Facility Agreementdate hereof, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 6(b) hereof, if any, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by . If any Grantor and shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, unless Lender agrees in writing that it is not required, such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests Securities Intermediary or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 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 AgreementCommodity Intermediary, 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itcase may be, and such Grantor has shall duly execute and deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 30 days after the establishment thereof. Each Grantor shall accept any cash and Investment Property in trust for the benefit of Lender and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Lender’s Control. Lender agrees with each Grantor that Lender shall not consented togive any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has no knowledge ofoccurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section shall not apply to any Financial Assets credited to a Securities Account for which Lender is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to 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;Lender.

Investment Property. (a) Schedule 2 hereto (as The shares of Pledged Stock pledged by 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 headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, Grantor hereunder constitute all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stockall classes of the Capital Stock included in the Collateral of each Issuer owned by such Grantor or, percentage in the case of membership interestsExcluded Foreign Subsidiary Voting Stock, percentage if less, 65% of the outstanding Excluded Foreign Subsidiary Voting Stock of each relevant Issuer. All the shares of the Pledged Stock issued by any Subsidiary have been duly and validly issued and are fully paid and nonassessable. The terms of any uncertificated limited liability company interests and partnership interests or percentage of beneficial interest included in the Pledged Stock either (i) expressly provide that they are securities governed by Article 8 of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto (as such schedule may be amended Uniform Commercial Code in effect from time to time concurrently with in the delivery "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 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 (i) expressly provide that they are securities governed by the Borrower Article 8 of the items required by Sections 6.01(aUniform Commercial Code in effect from time to time in the State of New York or, (ii) and 6.01(b) 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 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 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 the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and is not other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in default a proceeding in equity or at law) and constitute all an implied covenant of the issued good faith and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorfair dealing. Each Such Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” record and “Deposit Accounts” owned by it, and such Grantor has not consented tobeneficial owner of, and has no knowledge 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 Person (other than Person, except 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 it and that is not a Grantor to execute and deliver to the Administrative Agent pursuant hereto) having “control” (within an Acknowledgment and Agreement, in substantially the meanings form of Sections 8-106Exhibit A, 9-106 and 9-104 to the pledge of the UCC) over, or any other interest in, any such Pledged 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 pursuant to the extent constituting Excluded Assets;this Agreement.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth as of the most recent Applicable Date with respect to such Grantor under the headings heading “Pledged Capital Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests 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 Schedule. Schedule 2 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 applicabletime) 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 with a face valueand, in each caseto the Grantors’ knowledge, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 thereofi) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable against the Grantors in accordance with their terms terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and is other similar laws relating to or affecting creditors’ rights generally and general equitable principals (whether considered in a proceeding in equity or at law) and (ii) are not in default 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. Each 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 is under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, 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 has no knowledge 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 (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;

Investment Property. Investment Property (a) . (a) Schedule 2 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 Credit Agreement, as applicable) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. 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;

Investment Property. (a) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower i. As of the items required Closing Date, no Grantor (1) has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3.04(c) hereof and, subject to the Intercreditor Agreement, the Collateral Agent has a perfected First Priority security interest in such Securities Accounts and Commodity Accounts which security interest is perfected by Sections 6.01(aControl unless the Collateral Agent agrees in writing that it is not required, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities or Excluded Assets and 6.01(bthose maintained in Securities Accounts or Commodity Accounts listed in Schedule 3.04(c) hereof. Unless the Collateral Agent agrees in writing that it is not required, as of the Bridge Facility AgreementClosing Date, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 3.04(c) hereof, if any, as applicable. No Grantor shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, unless (A) sets forth under the headings “Pledged Stock”applicable Grantor shall have given the Collateral Agent ten (10) Business Days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, “Pledged LLC Interests,” “Pledged Partnership Interests” (B) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and “Pledged Trust Interests,” respectively(C) unless the Collateral Agent agrees in writing that it is not required, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Securities Intermediary or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 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 AgreementCommodity Intermediary, 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itcase may be, and such Grantor has not consented toshall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Subject to the Intercreditor Agreement, each Grantor shall accept any cash and has no knowledge ofInvestment Property constituting Collateral in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any Person and all such cash and Investment Property (other than the Administrative Agent any Investment Property pledged pursuant heretoto clauses (iii)(1), (iii)(1) having “control” or (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCCiii)(3) over, or any other interest in, any such Securities Account, Commodity below) received by it into a Deposit Account or Deposit Securities Account (subject to the Collateral Agent’s Control. The provisions of this Section 3.04(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant control over any Investment Property to any person other than a Cash the Revolving Collateral Deposit Account) Agent or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;Collateral Agent.

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “heading "Pledged Capital Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, " all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests 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 Schedule. Schedule 2 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 applicabletime) sets forth under the heading “"Pledged Debt Securities” " or “"Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face valueand, in each caseto the Grantors' knowledge, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 thereofi) 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 terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and is other similar laws relating to or affecting creditors' rights generally and general equitable principals (whether considered in a proceeding in equity or at law) and (ii) are not in default 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 (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 (other than Deposit Accounts constituting Agreed Unperfected Collateral) in which each Grantor (other than Holdings) has an interest. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such Grantor has not consented to, and has no knowledge 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 (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;

Investment Property. (a) Schedule 2 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 applicabletime) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,00015,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. 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 an Excluded Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) (a) Schedule 2 3.06(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “Pledged Stock”, ,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Scheduleschedule. Schedule 2 hereto 3.06(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face valueand, in each caseto such Grantor’s knowledge, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 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 is not in 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. Each Grantor is Schedule 3.06(c) hereto (as such schedule may be amended from time to time) sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itrespectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor customarily maintains an interest in excess of $500,000. Each Grantor is the sole entitlement holder or customer of each such account, and such no Grantor has not consented to, and has no knowledge of, to or is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Deposit Account) , in each case in which such Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;.

Investment Property. (a) Schedule 2 4.07(a) hereto (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the headings “"Pledged Stock”, “," "Pledged LLC Interests,” “" "Pledged Partnership Interests” " and “"Pledged Trust Interests,” " respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any US 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 Scheduleschedule. Schedule 2 hereto 4.07(b) (as such schedule may be amended or supplemented 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 applicabletime) sets forth under the heading “"Pledged Debt Securities” " or “"Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any US Grantor with having a face value, in each case, value in excess of $5,000,000100,000. Schedule 4.07(c) hereto (as such schedule may be amended from time to time) sets forth under the headings "Securities Accounts," "Commodities Accounts," and "Deposit Accounts" respectively, and all of such Pledged Debt Securities and Pledged Notes have 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 and is not in default and constitute all of the issued Securities Accounts, Commodities Accounts and outstanding inter-company indebtedness evidenced by Deposit Accounts in which each US Grantor has an instrument or certificated security of the respective issuers thereof owing to such Grantorinterest. Each The applicable US Grantor listed on Schedule 4.07(c) hereto is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such no US Grantor has not consented to, and has no knowledge of, is otherwise aware of any Person (other than the Administrative Agent pursuant hereto) 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 a Cash Collateral Deposit Account) , in each case in which such US Grantor has an interest, or any securities, commodities or other property credited thereto, except Permitted Liens . Schedule 4.07(a) hereto sets forth under the heading "Pledged Borrower Stock" all of the Equity Interests owned by Holdings in Borrower and except to the extent constituting Excluded Assets;shares of such Pledged Borrower Stock pledged by Holdings hereunder constitute 100% of the issued and outstanding shares of stock of Borrower.

Investment Property. (a) (a) Schedule 2 hereto (as such schedule 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 applicabletime) sets forth under the headings “"Pledged Stock”, “"Pledged LLC Interests,” “" "Pledged Partnership Interests” " and “"Pledged Trust Interests,” " respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 2 hereto (as such schedule 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 applicabletime) sets forth under the heading “"Pledged Debt Securities” " or “"Pledged Notes” " all of the Pledged Debt Securities and Pledged Notes owned by any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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) 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 and is not in 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 “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such Grantor has not consented to, and has no knowledge 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 (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;.

Investment Property. (ai) Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower As of the items required date hereof, other than the Notes Collateral Accounts, no Grantor (1) has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3.04(c) hereof and the Collateral Agent has a perfected First Priority security interest in such Securities Accounts and Commodity Accounts which security interest is perfected by Sections 6.01(aControl unless the Collateral Agent agrees in writing that it is not required, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities or Excluded Assets and 6.01(bthose maintained in Securities Accounts or Commodity Accounts listed in Schedule 3.04(c) hereof. Unless the Collateral Agent agrees in writing that it is not required, as of the Bridge Facility Agreementdate hereof, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 3.04(c) hereof, if any, as applicable. No Grantor shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, other than a Notes Collateral Account, unless (A) sets forth under the headings “Pledged Stock”applicable Grantor shall have given the Collateral Agent ten (10) Business Days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, “Pledged LLC Interests,” “Pledged Partnership Interests” (B) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and “Pledged Trust Interests,” respectively(C) unless the Collateral Agent agrees in writing that it is not required, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests 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 Securities Intermediary or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 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 AgreementCommodity Intermediary, 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 with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have 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 and is 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. Each Grantor is the sole entitlement holder or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itcase may be, and such Grantor has not consented toshall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Subject to the Noteholder Intercreditor Agreement, each Grantor shall accept any cash and has no knowledge ofInvestment Property constituting Collateral in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any Person and all such cash and Investment Property (other than the Administrative Agent any Investment Property pledged pursuant heretoto clauses (ii)(1), (iii)(1) having “control” or (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCCiii)(3) over, or any other interest in, any such Securities Account, Commodity below) received by it into a Deposit Account or Deposit Securities Account (subject to the Collateral Agent’s Control. The provisions of this Section 3.04(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant control over any Investment Property to any person other than a Cash the Collateral Deposit Account) or any securities, commodities or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets;Agent.

Investment Property. (a) Schedule 2 1 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” ”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. Schedule 2 1 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 with a face value, in each case, in excess of $5,000,000Grantor, and all of such Pledged Debt Securities and Pledged Notes Notes, have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default and and, in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company intercompany indebtedness owed by such Affiliates to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantorthereof. Each Grantor is Schedule 1 hereto sets forth under the sole entitlement holder or customer of each headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” owned by itrespectively, 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 has no knowledge is not otherwise aware of, any Person (other than the Administrative First 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 (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;.

Investment Property. (ai) Schedule 2 hereto Each Grantor hereby represents and warrants that (1) 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) date hereof, it does not maintain any Securities Accounts or Commodity Accounts other than those listed in Schedule 16 of the Bridge Facility Perfection Certificate and, except with respect to the Securities Account set forth on Schedule III hereto, the Collateral Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Control and (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral under the Pledge Agreement, as applicable) sets forth under those not required to be pledged pursuant to the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all terms of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests Pledge Agreement or this Agreement 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 those maintained in Securities Accounts or percentage of beneficial interest Commodity Accounts listed in Schedule 16 of the respective issuers thereof indicated Perfection Certificate. The Grantors shall not permit the Account set forth on such Schedule. Schedule 2 III 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 with have a face value, in each case, balance in excess of $5,000,00050,000 at any time. If any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property (other than any Excluded Property) valued in excess of $500,000 that are not Pledged Securities under the Pledge Agreement, and all of such Pledged Debt Securities and Pledged Notes have beenGrantor shall, on each date on which financial statements are required to Grantor’s knowledge be delivered under Section 5.01(a) or (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes issued by a Grantor or any Subsidiary thereofb) duly authorized, authenticated or issued, and delivered and are the legal, valid and binding obligation of the issuers Credit Agreement, endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent; provided, that, if any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property (other than any Excluded Property) valued in excess of $1,000,000 that are not Pledged Securities under the Pledge Agreement, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any securities now or hereafter acquired by any Grantor constituting Investment Property (other than any Excluded Property) that are not Pledged Securities are uncertificated, such Grantor shall promptly notify the Collateral Agent thereof enforceable and use its commercially reasonable efforts to, within five (5) Business Days and in accordance any event no later than 30 days (except where legally prohibited therefrom), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, cause the issuer to agree to comply with their terms and is not in default and constitute all of instructions from the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing Collateral Agent as to such securities, without further consent of any Grantor. Each From and after 90 days following the Effective Date (plus, in the event any depositary institution refuses to execute a Control Agreement, then the Grantors shall have an additional 120 days to move such Securities Account or Commodity Account), no Grantor is shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent at least 10 days’ (or such shorter period as may be determined by the Collateral Agent in its sole entitlement holder discretion) prior written notice of its intention to establish such new Securities Account or customer of each “Commodity Account with such Securities Accounts,” “Commodities Accounts,” Intermediary or Commodity Intermediary and “Deposit Accounts” owned by it(2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor has not consented toshall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and has no knowledge of, any Person Investment Property (other than any Excluded Property) in trust for the Administrative Agent pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 benefit of the UCCCollateral Agent and promptly, and in any event within ten (10) overBusiness Days of actual receipt thereof, deposit such Investment Property and any new securities, instruments, documents or any other interest in, any Investment Property by reason of ownership of such Investment Property received by it into a Securities Account, Account or Commodity Account or Deposit Account (subject to a Control Agreement in favor of the Collateral Agent. No Grantor shall grant Control over any Investment Property to any Person other than a Cash the Collateral Deposit Account) or any securitiesAgent and, commodities or other property credited thereto, except Permitted Liens and except subject to the extent constituting Excluded Assets;terms of the Intercreditor Agreement, Revolving Credit Facility Agents.

Investment Property. (a) On the date hereof, Schedule 2 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 headings “Pledged Stock”, “Pledged LLC Interests,” and “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust 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 Schedule. On the date hereof, Schedule 2 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 representing or evidencing Indebtedness from time to time owed to any Grantor with a face value, in each case, in excess of $5,000,000, and all of such Pledged Debt Securities and Pledged Notes have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged Notes in the case of those issued by a 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 or any Subsidiary thereof) 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 and is are not in default default, 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. On the date hereof, Schedule 2 hereto sets forth under the headings “Securities Accounts,” “Commodity Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodity Accounts and 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 each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by itsuch account, and such Grantor has not consented to, and has no knowledge is not otherwise aware of, any Person (other than the Administrative 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 (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;.