Common use of Pledge and Security Agreement Clause in Contracts

Pledge and Security Agreement. On the Effective Date, each Credit Party shall have duly authorized, executed and delivered the Pledge and Security Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Pledge and Security Agreement”), together with: (a) proper financing statements (Form UCC-1 or the equivalent) fully authorized for filing under the UCC, the PPSA or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, together with copies of all such filings disclosed by such search; (d) evidence of the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and the Pledge and Security Agreement shall be in full force and effect.

Pledge and Security Agreement. On the Effective Date, each Credit Party shall have duly authorized, executed and delivered the a Pledge and Security Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented or amended from time to time, the “Pledge and Security Agreement”)) covering all of such Credit Party’s present and future Pledge and Security Agreement Collateral, together with:with (to the extent not theretofore delivered pursuant to the Original Credit Agreement): (a) all of the certificated Pledged Securities, if any, referred to therein and then owned by such Credit Party, together with executed and undated stock powers in blank or such other instruments of transfer as may be reasonably requested by the Administrative Agent; (b) proper financing statements (Form UCC-1 or the equivalentUCC-1) fully authorized for filing under the UCC, the PPSA UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery certified copies of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Partyrequests for information or copies (Form UCC- 11), together with all attachments contemplated therebyor equivalent reports, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of listing all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any that name such Credit Party or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions specified referred to in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentclause (b) above, together with copies of all such filings disclosed other financing statements that name such Credit Party as debtor (none of which shall cover the Pledge and Security Agreement Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by such searchlocal law) for filing); (d) evidence of the completion of (or the Administrative Agent shall be reasonably satisfied that arrangements are in place to complete) all other recordings and filings of, or with respect to, the Pledge and Security Agreement (and delivery of control agreements among the pledgor, pledgee and issuer) as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and taken (or the Pledge and Security Agreement Administrative Agent shall be reasonably satisfied that arrangements are in full force place to perfect and effectprotect such security interests).

Pledge and Security Agreement. On the Effective Date, each Credit Party The Lender shall have duly authorized, received executed and delivered counterparts of the Pledge and Security Agreement in Agreement, dated as of the form of Exhibit G (as amendeddate hereof, modified, restated and/or supplemented from time to time, the “Pledge duly executed and Security Agreement”)delivered by each Loan Party, together with: (a) proper certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding capital Securities owned by each Loan Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements (Form UCC-1 suitable in form for naming each Loan Party as a debtor and the Lender as the secured party, or the equivalent) fully authorized for filing other similar instruments or documents to be filed under the UCC, the PPSA or other appropriate filing offices UCC of each jurisdiction all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentLender, desirable, desirable to perfect the security interests purported of the Lender pursuant to be created by the Pledge and Security Agreement; (bc) subject UCC Form UCC-3 termination statements, if any, necessary to the Intercreditor Agreement, delivery release all Liens and other rights of any Person (i) all certificates or other instruments (to the extent issuable, including by amending in any applicable governing documents, collateral described in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security AgreementAgreement previously granted by any Person, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to securing any of the Collateral Agent pursuant to the Pledge and Security AgreementIndebtedness identified in Schedule 8.2(c), together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated such other UCC Form UCC-3 termination statements as the Effective Date and executed by an Authorized Officer of each Credit Lender may reasonably request from any Loan Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, together with copies of all such filings disclosed by such search; (d) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts maintained with PNC Bank, National Association or other similar accounts of the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; andeach Loan Party are Controlled Accounts; (e) evidence that all other actions necessary such Controlled Accounts maintained with PNC Bank, National Association are subject to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been takenone or more account control agreements, in favor of, and satisfactory in form and substance to, the Pledge Lender; and (f) subject to Section 7.8(b), originals of all negotiable Documents (as defined in the UCC), Instruments (as defined in the UCC), Promissory Notes (as defined in the UCC), and Security Agreement shall be tangible Chattel Paper (as defined in full force the UCC) owned or held by any Loan Party and effecthaving a face amount (or equivalent) in excess of $100,000.

Pledge and Security Agreement. On the Effective Date, each Credit ----------------------------- Party shall have duly authorized, executed and delivered the an amended and restated Pledge and Security Agreement in the form of Exhibit G F (as amended, modified, restated and/or supplemented or amended from time to time, the “"Pledge and Security Agreement”)") covering all of such Credit Party's present and future Pledge and Security Agreement Collateral, together with:with (to the extent not theretofore delivered pursuant to the Original Credit Agreement): (a) all of the certificated Pledged Securities, if any, referred to therein and then owned by such Credit Party, together with executed and undated stock powers in blank or such other instruments of transfer as may be reasonably requested by the Administrative Agent; (b) proper financing statements (Form UCC-1 or the equivalentUCC-1) fully authorized executed for filing under the UCC, the PPSA UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery certified copies of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Partyrequests for information or copies (Form UCC- 11), together with all attachments contemplated therebyor equivalent reports, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of listing all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any that name such Credit Party or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions specified referred to in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentclause (b) above, together with copies of all such filings disclosed other financing statements that name any such Credit Party as debtor (none of which shall cover the Pledge and Security Agreement Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by such searchlocal law) fully executed for filing); (d) evidence of the completion of (or the Administrative Agent shall be reasonably satisfied that arrangements are in place to complete) all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and taken (or the Pledge and Security Agreement Administrative Agent shall be reasonably satisfied that arrangements are in full force place to perfect and effectprotect such security interests).

Pledge and Security Agreement. On the Effective Date, each ----------------------------- Credit Party shall have duly authorized, executed and delivered the a Pledge and Security Agreement in the form of Exhibit G F (as amended, modified, restated and/or supplemented or amended from time to time, the “"Pledge and Security Agreement”)") covering all of such Credit Party's present and future Pledge and Security Agreement Collateral, together with: (a) all of the certificated Pledged Securities, if any, referred to therein and then owned by such Credit Party, together with executed and undated stock powers in blank or such other instruments of transfer as may be reasonably requested by the Administrative Agent; (b) proper financing statements (Form UCC-1 or the equivalentUCC-1) fully authorized executed for filing under the UCC, the PPSA UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery certified copies of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Partyrequests for information or copies (Form UCC-11), together with all attachments contemplated therebyor equivalent reports, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of listing all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any that name such Credit Party or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions specified referred to in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentclause (b) above, together with copies of all such filings disclosed other financing statements that name any such Credit Party as debtor (none of which shall cover the Pledge and Security Agreement Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by such searchlocal law) fully executed for filing); (d) evidence of the completion of (or the Administrative Agent shall be reasonably satisfied that arrangements are in place to complete) all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and taken (or the Pledge and Security Agreement Administrative Agent shall be reasonably satisfied that arrangements are in full force place to perfect and effectprotect such security interests).

Pledge and Security Agreement. On or before the Amendment and Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered the Amended and Restated Pledge and Security Agreement in the form of Exhibit G (as amendedmodified, modifiedsupplemented, restated and/or supplemented amended from time to time, the “Pledge and Security Agreement”), ) covering all of the present and future Pledge and Security Agreement Collateral in each case together with: (ai) proper financing statements the delivery to the Collateral Agent, as pledgee, of all of the Pledge and Secuity Agreement Collateral referred to therein, accompanied by executed and undated endorsements for transfer; (ii) Financing Statements (Form UCC-1 or the equivalentUCC-1) fully authorized in proper form for filing under the UCC, the PPSA UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, Agent desirable, to perfect the security interests purported to be created by the Pledge and Security Agreement; (biii) subject to the Intercreditor Agreementcertified copies of requests for information or copies (Form UCC-11), delivery of (i) or equivalent reports, listing all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, effective financing statements that name a Credit Party as debtor and that are filed in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results ’s jurisdiction of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentorganization, together with copies of all such filings disclosed other financing statements that name the Borrower as debtor (none of which shall cover the Collateral except (x) to the extent evidencing Permitted Liens or (y) in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by such search; (dlocal law) evidence of the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreementfully executed for filing); and (eiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and the Pledge and Security Agreement shall be in full force and effect.

Pledge and Security Agreement. On (ii) If the Effective DateSecured Party shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section ------- 15, each Credit Grantor agrees that, upon request of the Secured Party shall have duly authorized, executed and delivered (which -- request may be made by the Pledge and Security Agreement Secured Party in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Pledge and Security Agreement”its sole discretion), together with: such Grantor will, at its own expense (aA) proper financing statements (Form UCC-1 execute and deliver, and cause each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or the equivalent) fully authorized for filing under the UCCcause to be done all such other acts and things, the PPSA or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Secured Party, advisable to register such Securities Collateral Agentunder the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, desirableand to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as requested by the Secured Party; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be necessary to make such sale of the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its Obligations under this Section 15. ---------- (iii) Without limiting the generality of Sections 10.04 and 10.05 of the Credit Agreement, in the event of any public sale described herein, each Grantor agrees to indemnify and hold harmless (to the maximum extent permitted under the Securities Act or other applicable law) the Secured Party, and each Lender and each Selected Revolving Lender and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to perfect which any such Persons may become subject or for which any of them may be liable, under the security interests purported Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be created stated therein or necessary to make the statements therein not misleading, and will (to the maximum extent permitted under the Securities Act or other applicable law) reimburse the Secured Party and such other Persons for any legal or other expenses reasonably incurred by the Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by the Secured Party and such other Persons and counsel for the Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This 24 Pledge and Security Agreement; (b) subject Agreement indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the Intercreditor Agreementsame terms and conditions to each Person, delivery if any, that controls the Secured Party or such Persons within the meaning of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank;Securities Act. (c) delivery L/C Cash Collateral Account. If an Event of a completed Collateral Questionnaire dated Default has occurred and is continuing and, in accordance with Section 8.02 of the Effective Date and executed by an Authorized Officer of each Credit PartyAgreement, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory Borrower is required to pay to the Secured Party an amount (the "Aggregate Available Amount") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, the Borrower shall deliver funds in such an amount for deposit in the L/C Cash Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to Account. If for any personal or mixed property reason the creation of security interests in which is governed aggregate amount delivered by the UCC Borrower for deposit in the L/C Cash Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by the Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section 15 in accordance with the ratio of the maximum amount ---------- available for drawing under each such Letter of Credit (as to such Letter of Credit, the "Maximum Available Amount") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which the Borrower has deposited in the L/C Cash Collateral Account any amounts described above, the Secured Party shall apply such amounts to reimburse the L/C Issuer for the amount of such drawing. In the event of cancellation or PPSA expiration of any Letter of Credit Party or any in respect of their respective Subsidiaries which the Borrower has deposited in the jurisdictions specified L/C Cash Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, the Secured Party shall apply the amount then on deposit in the L/C Collateral Questionnaire orAccount in respect of such Letter of Credit (less, in the case of such Subsidiaries a reduction, the Maximum Available Amount under such Letter of Credit immediately after such reduction) first, to the payment of any amounts payable to the Secured Party pursuant to Section 17 hereof, second, to the extent of any ---------- excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which are not Credit Parties as reasonably determined by the Administrative Agent, together with copies Borrower has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such filings disclosed by Letters of Credit in the manner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such search; (d) evidence of order as the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been takenSecured Party shall elect, and fourth, to the Pledge and Security Agreement extent of any further excess, to the payment to whomsoever shall be in full force and effectlawfully entitled to receive such funds.

Pledge and Security Agreement. On the Effective Date, each Credit Party The Lender shall have duly authorized, received executed and delivered counterparts of the Pledge and Security Agreement in Agreement, dated as of the form of Exhibit G (as amendeddate hereof, modified, restated and/or supplemented from time to time, the “Pledge duly executed and Security Agreement”)delivered by each Grantor, together with: (a) proper certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding capital Securities owned by each Grantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) financing statements (Form UCC-1 suitable in form for naming each Grantor as a debtor and the Lender as the secured party, or the equivalent) fully authorized for filing other similar instruments or documents to be filed under the UCC, UCC and the PPSA or other appropriate filing offices of each jurisdiction all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentLender, desirable, desirable to perfect the security interests purported of the Lender pursuant to be created by the Pledge and Security Agreement; (bc) subject UCC Form UCC-3 termination statements and PPSA Form 2C discharge statements, if any, necessary to the Intercreditor Agreement, delivery release all Liens and other rights of any Person (i) all certificates or other instruments (to the extent issuable, including by amending in any applicable governing documents, collateral described in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security AgreementAgreement previously granted by any Person, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to securing any of the Collateral Agent pursuant to the Pledge and Security AgreementIndebtedness identified in Schedule 8.2(b), together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective such other UCC Form UCC-3 termination statements and PPSA financing Form 2C discharge statements (or equivalent filings) made with respect to as the Lender may reasonably request from any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, together with copies of all such filings disclosed by such searchGrantor; (d) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreementeach Grantor are Controlled Accounts; and (e) evidence that all other actions necessary such Controlled Accounts are subject to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been takenone or more account control agreement, in favor of, and satisfactory in form and substance to, the Pledge and Security Agreement shall be in full force and effectLender.

Pledge and Security Agreement. On (b) upon the Effective Dateoccurrence and during the continuance of an Event of Default, each to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above; (d) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral; (e) except as otherwise permitted by the Credit Agreement, to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party shall have duly authorizedin its sole discretion, executed any such payments made by the Secured Party to become Obligations of such Grantor to the Secured Party, due and delivered payable immediately without demand; (f) upon the Pledge occurrence and Security Agreement during the continuance of an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the form Collateral; and (g) upon the occurrence and during the continuance of Exhibit G (an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as amendedfully and completely as though the Secured Party were the absolute owner thereof for all purposes, modifiedand to do, restated and/or supplemented at the Secured Party's option and the Grantors' expense, at any time or from time to time, all acts and things that the “Pledge and Security Agreement”)Secured Party deems necessary to protect, together with: (a) proper financing statements (Form UCC-1 preserve or the equivalent) fully authorized for filing under the UCC, the PPSA or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of realize upon the Collateral Agent, desirable, and the Secured Party's security interest therein in order to perfect effect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor intent of this Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all as fully and effectively as such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, together with copies of all such filings disclosed by such search; (d) evidence of the completion of all other recordings and filings of, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and the Pledge and Security Agreement shall be in full force and effectGrantor might do.

Pledge and Security Agreement. On the Effective Date, each Credit Party The Agents shall have duly authorizedreceived, executed and delivered the Pledge and Security Agreement in Agreement, dated as of the form of Exhibit G (as amendedClosing Date, modified, restated and/or supplemented from time to time, duly executed by the “Pledge Borrower and Security Agreement”)each Guarantor, together with: (a) proper financing statements certificates evidencing all of the issued and outstanding Capital Securities owned by the Parent, the Borrower and each Subsidiary Guarantor in the Borrower and each Subsidiary Guarantor and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary of the Parent directly owned by the Parent, the Borrower and each Subsidiary Guarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (Form UCC-1 b) Filing Statements naming the Borrower and each Guarantor as a debtor and the Administrative Agent as the secured party, or the equivalent) fully authorized for filing other similar instruments or documents to be filed under the UCC, the PPSA or other appropriate filing offices UCC of each jurisdiction all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the Pledge and such Security Agreement; (bc) subject proper payoff letters and UCC Form UCC–3 termination statements, if any, necessary to the Intercreditor Agreement, delivery release all Liens and other rights of any Person (i) all certificates or other instruments (to the extent issuable, including by amending in any applicable governing documents, collateral described in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security AgreementAgreement previously granted by any Person, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to securing any of the Collateral Agent pursuant to Indebtedness identified in Item 7.2.2(b) of the Pledge and Security AgreementDisclosure Schedule, together with undated instruments of transfer with respect such other UCC Form UCC–3 termination statements related thereto endorsed in blankas the Administrative Agent may reasonably request from such Obligors; (cd) delivery certified copies of UCC Requests for Information or Copies (Form UCC–11), or a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, similar search report certified by a Person reasonably satisfactory party acceptable to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of all such filings disclosed by such search; financing statements (dnone of which, except as set forth in paragraph (c) evidence and otherwise allowed hereunder, shall cover any collateral described in any Loan Document). The Agents and their counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the completion Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii) no Lien exists on any of all the collateral described above other recordings and filings ofthan the Lien created in favor of the Administrative Agent, or with respect tofor the benefit of the Secured Parties, the Pledge and Security Agreement as may be necessary pursuant to perfect and protect the security interests intended a Loan Document (subject to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and the Pledge and Security Agreement shall be in full force and effectLiens permitted under Section 7.2.2).

Pledge and Security Agreement. On the Effective Initial Borrowing Date, each Credit Party Borrower and each Guarantor shall have duly authorized, executed and delivered the a Pledge and Security Agreement in the form of Exhibit G I (as amended, modified, restated and/or modified or supplemented from time to time, the “"Pledge and Security Agreement”"), covering each Credit Party's present and future rights and interest in all Pledge and Security Agreement Collateral, in each case together with: (ai) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) fully authorized executed for filing under the UCC, the PPSA UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of any Lead Agent, the Required Lenders or the Collateral Agent, desirable, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreementcopies of Requests for Information (Form UCC-11), together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Partyor equivalent reports, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of listing all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of that name any Credit Party or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions specified referred to in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentpreceding clause (i), together with copies of all such filings disclosed by such searchfinancing statements (none of which shall cover the Pledge and Security Agreement Collateral except to the extent evidencing Permitted Liens); (diii) evidence of the completion of all other recordings and filings of, or with respect to, the such Pledge and Security Agreement as may be necessary or, in the reasonable opinion of any Lead Agent, the Required Lenders or the Collateral Agent, desirable to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (eiv) evidence that all other actions necessary or, in the opinion of any Lead Agent, the Required Lenders or the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken. In addition to the foregoing requirements, and pursuant to the Pledge and Security Agreement Agreement, each Credit Party shall be have delivered to the Collateral Agent, as Pledgee, all Pledged Securities referred to therein then owned by such Credit Party (to the extent evidenced by any certificate, note or other written instrument), together with executed and undated irrevocable stock powers in full force the case of Pledged Stock and effecttogether with irrevocable assignments in the case of Pledged Partnership Interests and Pledged Limited Liability Company Interests in each case which are evidenced by certificates, instruments, documents or other writings.

Pledge and Security Agreement. On the Effective Date, each Credit Party The Lead Arranger shall have duly authorized, executed and delivered received the Pledge and Security Agreement in Agreement, dated as of the form of Exhibit G (as amendedClosing Date, modified, restated and/or supplemented from time to time, duly executed by the “Pledge Parent and Security Agreement”)each Borrower, together with: (a) proper financing statements certificates evidencing all of the issued and outstanding Capital Securities owned by the Parent and the Borrowers in each Borrower, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (Form UCC-1 b) Filing Statements naming the Parent and each Borrower as a debtor and the Administrative Agent as the secured party, or the equivalent) fully authorized for filing other similar instruments or documents to be filed under the UCC, the PPSA or other appropriate filing offices UCC of each jurisdiction all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the such Pledge and Security Agreement; (bc) subject proper payoff letters and UCC Form UCC-3 termination statements, if any, necessary to the Intercreditor Agreement, delivery release all Liens and other rights of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, Person in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to any collateral described in the Pledge and Security AgreementAgreement previously granted by any Person, together with undated stock powers or such other instruments of transfer with respect UCC Form UCC-3 termination statements related thereto endorsed in blank and (ii) all promissory notes required to be delivered to as the Collateral Administrative Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blankmay reasonably request from such Obligors; (cd) delivery certified copies of UCC Requests for Information or Copies (Form UCC-11), or a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, similar search report certified by a Person reasonably satisfactory party acceptable to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any Credit Party or any of their respective Subsidiaries in the jurisdictions specified in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Parent or any Borrower (under its present name and any previous names) as the debtor, together with copies of all such filings disclosed by such search; financing statements (dnone of which, except as set forth in paragraph (c) evidence of the completion of all other recordings and filings ofotherwise evidencing Permitted Liens hereunder, or with respect to, the Pledge and Security Agreement as may be necessary to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and the Pledge and Security Agreement shall be cover any collateral described in full force and effectany Loan Document).

Pledge and Security Agreement. On the Effective Date, each Credit Party shall have duly authorized, executed and delivered the an amended and restated Pledge and Security Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented or amended from time to time, the “"Pledge and Security Agreement”)") covering all of such Credit Party's present and future Pledge and Security Agreement Collateral, together with:with (to the extent not theretofore delivered pursuant to the Original Credit Agreement): (a) all of the certificated Pledged Securities, if any, referred to therein and then owned by such Credit Party, together with executed and undated stock powers in blank or such other instruments of transfer as may be reasonably requested by the Administrative Agent; (b) proper financing statements (Form UCC-1 or the equivalentUCC-1) fully authorized for filing under the UCC, the PPSA UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement; (b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Pledge and Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery certified copies of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Partyrequests for information or copies (Form UCC- 11), together with all attachments contemplated therebyor equivalent reports, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of listing all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the UCC or PPSA of any that name such Credit Party or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions specified referred to in the Collateral Questionnaire or, in the case of such Subsidiaries which are not Credit Parties as reasonably determined by the Administrative Agentclause (b) above, together with copies of all such filings disclosed other financing statements that name such Credit Party as debtor (none of which shall cover the Pledge and Security Agreement Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by such searchlocal law) for filing); (d) evidence of the completion of (or the Administrative Agent shall be reasonably satisfied that arrangements are in place to complete) all other recordings and filings of, or with respect to, the Pledge and Security Agreement (and delivery of control agreements among the pledgor, pledgee and issuer) as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests intended to be created by the Pledge and Security Agreement; and (e) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Pledge and Security Agreement have been taken, and taken (or the Pledge and Security Agreement Administrative Agent shall be reasonably satisfied that arrangements are in full force place to perfect and effectprotect such security interests).