Common use of Pledge Related Representations, Warranties and Covenants Clause in Contracts

Pledge Related Representations, Warranties and Covenants. Each Obligor hereby represents, warrants and covenants to Agent and the Secured Parties that: (a) As of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes required to be pledged hereunder as of the Closing Date. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by a Person that is an Obligor or a Subsidiary of the Company, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the Company, are legal, valid and binding obligations of the issuers thereof (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 7.3 as owned by such Obligor, (ii) holds the same free and clear of all Liens (other than Permitted Liens), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositions), however arising, of all Persons whomsoever. (d) Such Obligor has the power and authority to pledge the Pledged Collateral pledged by it hereunder. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person (including stockholders, partners, members or creditors of such Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

Pledge Related Representations, Warranties and Covenants. . Each Obligor hereby represents, warrants and covenants to Administrative Agent and the Secured Parties that: (a) As o. Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes which are required to be pledged hereunder as of the Closing Dateand delivered to Administrative Agent in accordance with Section 7.3.3. (b) p. The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) q. Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such r. Each Obligor has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) s. No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). t. By virtue of the execution and delivery by each Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such Obligor is delivered to Administrative Agent (or its gratuitous bailee) in accordance with this Agreement, Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of the Obligations. u. Each Obligor agrees that it will not, nor will it permit any other Person to cause any Pledged Equity Interests comprised of interests in a partnership or limited liability company to be classified as “securities” for purposes of Article 8 of the UCC without the express, prior written consent of Administrative Agent, or to certificate such Pledged Equity Interests pursuant to, Article 8 of the UCC without the express, prior written consent of Administrative Agent. With respect to each partnership or limited liability company that is a Wholly-Owned Subsidiary and the issuer of Pledged Equity Interests (A) on the Closing Date, within the time periods set forth on Schedule 10.1.22 and (B) that is acquired or formed after the Closing Date, within 30 days after such acquisition or formation, each Obligors that is a pledgor of such Pledged Equity Interest shall cause each partnership or limited liability company that is an issuer of such Pledged Equity Interest to amend its partnership agreement or limited liability company agreement to include the following provisions: “The [Partnership] [LLC] hereby irrevocably agrees that all [partnership interests (including any Units and any interests in such Units, collectively the “Partnership Interests”)] [membership interests (“Membership Interests”)] in [Partnership] [LLC] shall not be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of [_______] and each other applicable jurisdiction. Notwithstanding any other provision in this [Limited Partnership Agreement] [Operating Agreement] or otherwise to the contrary, each [Partner] [Member] consents to and agrees that (i) any [Partner] [Member] may pledge its [partnership interests (including any Units and any interests in such Units, collectively the [Partnership][Membership] Interests to secure obligations arising pursuant to loans or other financial accommodations made to a [Partner] [Member], the [Partnership] [LLC] and/or one or more of their respective affiliates from time to time, (ii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, may, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, sell, transfer or otherwise dispose of all or part of the [Partnership] [Membership] Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of any [Partner] [Member] and without having to comply with any restrictions of the sale, transfer of other disposition of the [Partnership] [Membership] Interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise and (iii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, or any purchaser of the [Partnership] [Membership] Interests acquired the [Partnership] [Membership] Interests in connection with the valid exercise of such rights (including in connection with any foreclosure), may acquire the [Partnership] [Membership] Interests and become a [Partner] [Member] or be substituted for a [Partner] [Member] under this [Limited Partnership Agreement] [Operating Agreement] without the consent of any [Partner] [Member] and without having to comply with any of the restrictions on the sale, transfer or other disposition of the interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise.” So long as any pledge of any [Partnership][Membership] is in effect, this Section shall not be amended and any purported amendment to this provision shall null and void. So long as any pledge of any [Partnership][Membership] is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee. Any amendment, modification or waiver of this provision without such consent shall be null and void.”

Pledge Related Representations, Warranties and Covenants. Each Obligor hereby represents, warrants and covenants to Administrative Agent and the Secured Parties that: (a) As Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes which are required to be pledged hereunder as of the Closing Dateand delivered to Administrative Agent in accordance with Section 7.3.3. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Each Obligor has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by each Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such Obligor is delivered to Administrative Agent (or its gratuitous bailee) in accordance with this Agreement, Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of the Obligations. (g) Each Obligor agrees that it will not, nor will it permit any other Person to cause any Pledged Equity Interests comprised of interests in a partnership or limited liability company to be classified as "securities" for purposes of Article 8 of the UCC without the express, prior written consent of Administrative Agent, or to certificate such Pledged Equity Interests pursuant to, Article 8 of the UCC without the express, prior written consent of Administrative Agent. With respect to each partnership or limited liability company that is a Wholly-Owned Subsidiary and the issuer of Pledged Equity Interests (A) on the Closing Date, within the time periods set forth on Schedule 10.1.22 and (B) that is acquired or formed after the Closing Date, within 30 days after such acquisition or formation, each Obligors that is a pledgor of such Pledged Equity Interest shall cause each partnership or limited liability company that is an issuer of such Pledged Equity Interest to amend its partnership agreement or limited liability company agreement to include the following provisions: "The [Partnership] [LLC] hereby irrevocably agrees that all [partnership interests (including any Units and any interests in such Units, collectively the "Partnership Interests")] [membership interests ("Membership Interests")] in [Partnership] [LLC] shall not be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of [_______] and each other applicable jurisdiction. Notwithstanding any other provision in this [Limited Partnership Agreement] [Operating Agreement] or otherwise to the contrary, each [Partner] [Member] consents to and agrees that (i) any [Partner] [Member] may pledge its [partnership interests (including any Units and any interests in such Units, collectively the [Partnership][Membership] Interests to secure obligations arising pursuant to loans or other financial accommodations made to a [Partner] [Member], the [Partnership] [LLC] and/or one or more of their respective affiliates from time to time, (ii) a pledgee of [Partnership] [Membership] Interests, or such pledgee's permitted successors or assigns, may, in connection with the valid exercise of such pledgee's or such permitted successor's or assign's rights, sell, transfer or otherwise dispose of all or part of the [Partnership] [Membership] Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of any [Partner] [Member] and without having to comply with any restrictions of the sale, transfer of other disposition of the [Partnership] [Membership] Interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise and (iii) a pledgee of [Partnership] [Membership] Interests, or such pledgee's permitted successors or assigns, in connection with the valid exercise of such pledgee's or such permitted successor's or assign's rights, or any purchaser of the [Partnership] [Membership] Interests acquired the [Partnership] [Membership] Interests in connection with the valid exercise of such rights (including in connection with any foreclosure), may acquire the [Partnership] [Membership] Interests and become a [Partner] [Member] or be substituted for a [Partner] [Member] under this [Limited Partnership Agreement] [Operating Agreement] without the consent of any [Partner] [Member] and without having to comply with any of the restrictions on the sale, transfer or other disposition of the interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise." So long as any pledge of any [Partnership][Membership] is in effect, this Section shall not be amended and any purported amendment to this provision shall null and void. So long as any pledge of any [Partnership][Membership] is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee. Any amendment, modification or waiver of this provision without such consent shall be null and void."

Pledge Related Representations, Warranties and Covenants. Each Obligor hereby represents, warrants and covenants to Agent and the Secured Parties that: (ai) As of the Closing Date, Schedule 7.3 7.4 sets forth a true and complete list, with respect to such Obligor, of (iother than to the extent constituting (A) Excluded Assets or (B) Equity Interests directly owned by the MLP Entity in any Person other than Borrower, any Subsidiary Guarantor, any Ohio Joint Venture and the Double E Joint Venture) (a) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and (iib) all debt securities owned by such Obligor, and all promissory notes and other instruments evidencing such debtdebt securities. Schedule 7.3 7.4 sets forth all Equity Interests, debt securities and promissory notes required to be pledged hereunder as of the Closing Datehereunder. (bii) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly and validly authorized and issued by the issuers thereof and (ia) in the case of Pledged Equity Interests issued by a Person that is an Obligor or a Subsidiary of the CompanyInterests, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (iib) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanySecurities, are legal, valid and binding obligations of the issuers thereof (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (ciii) Except for the security interests granted hereunder, such Obligor (ia) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 7.3 7.4 as owned by such Obligor, (iib) holds the same free and clear of all Liens (other than Permitted Liensthe Liens permitted pursuant to Section 10.2.2(j) and other Liens or transfers or dispositions permitted under this Agreement), (iiic) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted the Liens permitted pursuant to Section 10.2.2(j) and Permitted Dispositions), other Liens or transfers or dispositions permitted under this Agreement) and (ivd) will defend its title or interest thereto or therein against any and all Liens (other than Permitted the Liens permitted pursuant to Section 10.2.2(j) and Permitted Dispositionsother Liens or transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (div) Such By virtue of the execution and delivery by such Obligor has the power and authority to pledge the of this Agreement, when any Pledged Collateral pledged that is represented by it hereunder. a certificate is delivered to Agent (eor its gratuitous bailee) No Governmental Approval or in any other action by any Governmental Authority jurisdiction that has adopted the UCC in accordance with this Agreement, together with duly executed stock powers with respect thereto, Agent will obtain a legal, valid and no consent or approval of any securities exchange or any other Person (including stockholdersperfected Lien upon and security interest in such Pledged Collateral under the UCC, partners, members or creditors of such Obligor) is or will be required as security for the validity payment and performance of the pledge effected hereby (other than such as have been obtained and are in full force and effect)Obligations.

Pledge Related Representations, Warranties and Covenants. Each Obligor Canadian Borrower hereby represents, warrants and covenants to the Agent and the Secured Parties that: (a) As of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests Stock owned by such Obligor Canadian Borrower and the percentage of the issued and outstanding units of each class of the Equity Interests Stock of the issuer thereof represented by the Pledged Equity Interests Stock owned by such Obligor Canadian Borrower and required to be pledged hereunder and (ii) all debt securities owned by such ObligorCanadian Borrower, and all promissory notes and other instruments evidencing such debtdebt securities which are required to be pledged hereunder. Schedule 7.3 sets forth all Equity InterestsStock, debt securities and promissory notes required to be pledged hereunder as of the Closing Datehereunder. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests Stock and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by a Person that is an Obligor or a Subsidiary of the CompanyStock, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanySecurities, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance and transfer, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor the Applicable Canadian Borrower (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted Liensthe Liens permitted pursuant to Section 10.2.2 and other Liens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted the Liens permitted pursuant to Section 10.2.2 and Permitted Dispositions), other Liens or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted the Liens permitted pursuant to Section 10.2.2 and Permitted Dispositionsother Liens or transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Obligor Each Canadian Borrower has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such Obligorthe Applicable Canadian Borrower) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by each Canadian Borrower of this Agreement (or a supplement or joinder to this Agreement, substantially in the form of Exhibit I) or, when any Pledged Collateral of such Canadian Borrower is delivered to Agent (or its gratuitous bailee) in accordance with this Agreement, Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of its Applicable Canadian Borrower Secured Obligations.

Pledge Related Representations, Warranties and Covenants. Each Obligor hereby represents, warrants and covenants to Administrative Agent and the Secured Parties that: (a) As Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes which are required to be pledged hereunder as of the Closing Dateand delivered to Administrative Agent in accordance with Section 7.3.3. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Each Obligor has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). US-DOCS\144726423.10 (f) By virtue of the execution and delivery by each Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such Obligor is delivered to Administrative Agent (or its gratuitous bailee) in accordance with this Agreement, Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of the Obligations. (g) Each Obligor agrees that it will not, nor will it permit any other Person to cause any Pledged Equity Interests comprised of interests in a partnership or limited liability company to be classified as “securities” for purposes of Article 8 of the UCC without the express, prior written consent of Administrative Agent, or to certificate such Pledged Equity Interests pursuant to, Article 8 of the UCC without the express, prior written consent of Administrative Agent. With respect to each partnership or limited liability company that is a Wholly-Owned Subsidiary and the issuer of Pledged Equity Interests (A) on the Closing Date, within the time periods set forth on Schedule 10.1.22 and (B) that is acquired or formed after the Closing Date, within 30 days after such acquisition or formation, each Obligors that is a pledgor of such Pledged Equity Interest shall cause each partnership or limited liability company that is an issuer of such Pledged Equity Interest to amend its partnership agreement or limited liability company agreement to include the following provisions: “The [Partnership] [LLC] hereby irrevocably agrees that all [partnership interests (including any Units and any interests in such Units, collectively the “Partnership Interests”)] [membership interests (“Membership Interests”)] in [Partnership] [LLC] shall not be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of [_______] and each other applicable jurisdiction. Notwithstanding any other provision in this [Limited Partnership Agreement] [Operating Agreement] or otherwise to the contrary, each [Partner] [Member] consents to and agrees that (i) any [Partner] [Member] may pledge its [partnership interests (including any Units and any interests in such Units, collectively the [Partnership][Membership] Interests to secure obligations arising pursuant to loans or other financial accommodations made to a [Partner] [Member], the [Partnership] [LLC] and/or one or more of their respective affiliates from time to time, (ii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, may, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, sell, transfer or otherwise dispose of all or part of the [Partnership] [Membership] Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of any [Partner] [Member] and without having to comply with any restrictions of the sale, transfer of other disposition of the [Partnership] [Membership] Interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise and (iii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, or any purchaser of the [Partnership] [Membership] Interests acquired the [Partnership] [Membership] Interests in connection with the valid exercise of such rights (including in connection with any foreclosure), may acquire the [Partnership] [Membership] Interests and become a [Partner] [Member] or be substituted for a [Partner] [Member] under this [Limited Partnership Agreement] [Operating Agreement] without the consent of any [Partner] [Member] and without having to comply with any of the restrictions on the sale, transfer or other disposition of the interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise.” So long as any pledge of any [Partnership][Membership] is in effect, this Section shall not be amended and any purported amendment to this provision shall null and void. So long as any pledge of any [Partnership][Membership] is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee. Any amendment, modification or waiver of this provision without such consent shall be null and void.” US-DOCS\144726423.10

Pledge Related Representations, Warranties and Covenants. Each Obligor hereby represents, warrants and covenants to Administrative Agent and the Secured Parties that: (a) As Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, of list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes which are required to be pledged hereunder as of the Closing Dateand delivered to Administrative Agent in accordance with Section 7.3.3. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Each Obligor has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the 137 validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). 138 (f) By virtue of the execution and delivery by each Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such Obligor is delivered to Administrative Agent (or its gratuitous bailee) in accordance with this Agreement, Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of the Obligations. (g) Each Obligor agrees that it will not, nor will it permit any other Person to cause any Pledged Equity Interests comprised of interests in a partnership or limited liability company to be classified as “securities” for purposes of Article 8 of the UCC without the express, prior written consent of Administrative Agent, or to certificate such Pledged Equity Interests pursuant to, Article 8 of the UCC without the express, prior written consent of Administrative Agent. With respect to each partnership or limited liability company that is a Wholly-Owned Subsidiary and the issuer of Pledged Equity Interests (A) on the Closing Date, within the time periods set forth on Schedule 10.1.22 and (B) that is acquired or formed after the Closing Date, within 30 days after such acquisition or formation, each Obligors that is a pledgor of such Pledged Equity Interest shall cause each partnership or limited liability company that is an issuer of such Pledged Equity Interest to amend its partnership agreement or limited liability company agreement to include the following provisions: “The [Partnership] [LLC] hereby irrevocably agrees that all [partnership interests (including any Units and any interests in such Units, collectively the “Partnership Interests”)] [membership interests (“Membership Interests”)] in [Partnership] [LLC] shall not be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of [ ] and each other applicable jurisdiction. Notwithstanding any other provision in this [Limited Partnership Agreement] [Operating Agreement] or otherwise to the contrary, each [Partner] [Member] consents to and agrees that (i) any [Partner] [Member] may pledge its [partnership interests (including any Units and any interests in such Units, collectively the [Partnership][Membership] Interests to secure obligations arising pursuant to loans or other financial accommodations made to a [Partner] [Member], the [Partnership] [LLC] and/or one or more of their respective affiliates from time to time, (ii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, may, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, sell, transfer or otherwise dispose of all or part of the [Partnership] [Membership] Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of any [Partner] [Member] and without having to comply with any restrictions of the sale, transfer of other disposition of the [Partnership] [Membership] Interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise and (iii) a pledgee of [Partnership] [Membership] Interests, or such pledgee’s permitted successors or assigns, in connection with the valid exercise of such pledgee’s or such permitted successor’s or assign’s rights, or any purchaser of the [Partnership] [Membership] Interests acquired the [Partnership] [Membership] Interests in connection with the valid exercise of such rights (including in connection with any foreclosure), may acquire the [Partnership] [Membership] Interests and become a [Partner] [Member] or be substituted for a [Partner] [Member] under this [Limited Partnership Agreement] [Operating Agreement] without the consent of any [Partner] [Member] and without having to comply with any of the restrictions on the sale, transfer or other disposition of the interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise.” 139 So long as any pledge of any [Partnership][Membership] is in effect, this Section shall not be amended and any purported amendment to this provision shall null and void. So long 140 as any pledge of any [Partnership][Membership] is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee. Any amendment, modification or waiver of this provision without such consent shall be null and void.”

Pledge Related Representations, Warranties and Covenants. Each Obligor of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors hereby represents, warrants and covenants to Agent and the Secured Parties that: (a) As Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debtdebt which are required to be pledged hereunder. Schedule 7.3 sets forth forth, as of the Closing Date, all Equity Interests, debt and promissory notes required to be pledged hereunder as of the Closing Datehereunder. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); provided that the foregoing representation and warranty, insofar as it relates to the Pledged Collateral issued by a Person other than the Parent or any Subsidiary, are made to the knowledge of the Obligors. (c) Except for the security interests granted hereunder, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Obligor Each of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by each U.S. Domiciled Obligor and each Canadian Domiciled Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such Obligor is delivered to Agent (or its gratuitous bailee) in accordance with this Agreement, Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of, in the case of each U.S. Domiciled Obligor, the U.S. Facility Obligations, and, in the case of each Canadian Domiciled Obligor, the Canadian Facility Obligations.

Pledge Related Representations, Warranties and Covenants. Each Obligor Holdings and each Borrower hereby representsjointly and severally represent, warrants warrant and covenants covenant to the Agent and the Secured Parties that: (a) As of the Closing Date, Schedule 7.3 7.4 sets forth a true and complete list, with respect to such ObligorHoldings and each Borrower, of (i) all the Equity Interests owned by Holdings or such Obligor Borrower and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by Holdings or such Obligor Borrower and (ii) all debt securities owned by Holdings or such ObligorBorrower, and all promissory notes and other instruments evidencing such debtdebt securities. Schedule 7.3 7.4 sets forth all Equity Interests, debt securities and promissory notes required to be pledged hereunder as of the Closing Datehereunder. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by a Person that is an Obligor or a Subsidiary of the CompanyInterests, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanySecurities, are legal, valid and binding obligations of the issuers thereof (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor Holdings and each of the Borrowers (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 7.3 7.4 as owned by Holdings or such ObligorBorrower, (ii) holds the same free and clear of all Liens (other than Permitted LiensTerm Facility Liens and other Liens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Term Facility Liens and Permitted Dispositions), other Liens or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Term Facility Liens and Permitted Dispositionsother Liens or transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Obligor Holdings and each Borrower has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such ObligorHoldings or any Borrower) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by Holdings and the Borrowers of this Agreement, when any Pledged Securities are delivered to the Agent (or its gratuitous bailee) in accordance with this Agreement, the Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations.

Pledge Related Representations, Warranties and Covenants. Each Obligor Holdings and each Borrower hereby representsjointly and severally represent, warrants warrant and covenants covenant to the Agent and the Secured Parties that: (a) As Schedule 7.4 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such ObligorHoldings and each Borrower, of (i) all the Equity Interests owned by Holdings or such Obligor Borrower and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by Holdings or such Obligor Borrower and (ii) all debt securities owned by Holdings or such ObligorBorrower, and all promissory notes and other instruments evidencing such debtdebt securities. Schedule 7.3 7.4 sets forth all Equity Interests, debt securities and promissory notes required to be pledged hereunder as of the Closing Datehereunder. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by a Person that is an Obligor or a Subsidiary of the CompanyInterests, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interestsapplicable thereto) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanySecurities, are legal, valid and binding obligations of the issuers thereof (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunder, such Obligor Holdings and each of the Borrowers (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 7.3 7.4 as owned by Holdings or such ObligorBorrower, (ii) holds the same free and clear of all Liens (other than Permitted LiensNon-ABL Liens and other Liens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Non-ABL Liens and Permitted Dispositions), other Liens or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Non-ABL Liens and Permitted Dispositionsother Liens or transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Obligor Holdings and each Borrower has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such ObligorHoldings or any Borrower) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by Holdings and the Borrowers of this Agreement, when any Pledged Securities are delivered to the Agent (or its gratuitous bailee) in accordance with this Agreement, the Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations.

Pledge Related Representations, Warranties and Covenants. Each Obligor of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors hereby represents, warrants and covenants to Agent and the Secured Parties that: (a) As Schedule 7.3 sets forth, as of the Closing Date, Schedule 7.3 sets forth a true and complete list, with respect to such Obligor, list of (i) all the Equity Interests owned by such Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Obligor and required to be pledged hereunder and (ii) all debt owned by such Obligor, and all promissory notes and other instruments evidencing such debt. Schedule 7.3 sets forth all Equity Interests, debt and promissory notes which are required to be pledged hereunder as of and delivered to the Closing DateAgent in accordance with Section 7.3.3. (b) The Pledged Equity Interests and Pledged Debt Securities, solely with respect to Pledged Equity Interests and Pledged Debt Securities issued by a Person that is an Obligor or a Subsidiary of the Company, have been duly authorized and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests issued by that are shares of a Person that is an Obligor or a Subsidiary of the Companycorporation, are fully paid and nonassessable (to the extent such concepts are relevant to such Pledged Equity Interests) and (ii) in the case of Pledged Debt Securities issued by an Obligor or a Subsidiary of the CompanyDebt, are legal, valid and binding obligations of the issuers thereof (thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally Debtor Relief Laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (c) Except for the security interests granted hereunderhereunder and under any other Security Document, such Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated listed on Schedule 7.3 as owned by such Obligor7.3, (ii) holds the same free and clear of all Liens (other than Permitted LiensLiens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens and Permitted Dispositions), or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and Permitted Dispositionsor transfers or dispositions permitted under this Agreement), however arising, of all Persons persons whomsoever. (d) Such Obligor Each of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors has the power and authority to pledge the Pledged Collateral pledged by it hereunderhereunder in the manner hereby done or contemplated. (e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person person (including stockholders, partners, members or creditors of such the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect). (f) By virtue of the execution and delivery by each U.S. Domiciled Obligor and each Canadian Domiciled Obligor of this Agreement (or a supplement or joinder to this Agreement) or any other Canadian Security Agreement (or a supplement or joinder to such Canadian Security Agreement), as applicable, or, when any Pledged Collateral of any such Obligor is delivered to Agent (or its gratuitous bailee) in accordance with this Agreement, Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of, in the case of each U.S. Domiciled Obligor, the Obligations, and, in the case of each Canadian Domiciled Obligor, the Canadian Facility Obligations. (g) Each Obligor agrees that it will not, nor will it permit any other Person to cause any Pledged Equity Interests comprised of interests in a partnership or limited liability company to be classified as "securities" for purposes of Article 8 of the UCC without the express, prior written consent of Agent, or to certificate such Pledged Equity Interests pursuant to, Article 8 of the UCC without the express, prior written consent of Agent. With respect to each partnership or limited liability company that is a Wholly-Owned Subsidiary and the issuer of Pledged Equity Interests (A) on the Closing Date, within the time periods set forth on Schedule 10.1.18 and (B) that is acquired or formed after the Closing Date, within 30 days after such acquisition or formation, each Obligors that is a pledgor of such Pledged Equity Interest shall cause each partnership or limited liability company that is an issuer of such Pledged Equity Interest to amend its partnership agreement or limited liability company agreement to include the following provisions: "The [Partnership] [LLC] hereby irrevocably agrees that all [partnership interests (including any Units and any interests in such Units, collectively the "Partnership Interests")] [membership interests ("Membership Interests")] in [Partnership] [LLC] shall not be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of [_______] and each other applicable jurisdiction. Notwithstanding any other provision in this [Limited Partnership Agreement] [Operating Agreement] or otherwise to the contrary, each [Partner] [Member] consents to and agrees that (i) any [Partner] [Member] may pledge its [partnership interests (including any Units and any interests in such Units, collectively the [Partnership][Membership] Interests to secure obligations arising pursuant to loans or other financial accommodations made to a [Partner] [Member], the [Partnership] [LLC] and/or one or more of their respective affiliates from time to time, (ii) a pledgee of [Partnership] [Membership] Interests, or such pledgee's permitted successors or assigns, may, in connection with the valid exercise of such pledgee's or such permitted successor's or assign's rights, sell, transfer or otherwise dispose of all or part of the [Partnership] [Membership] Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of any [Partner] [Member] and without having to comply with any restrictions of the sale, transfer of other disposition of the [Partnership] [Membership] Interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise and (iii) a pledgee of [Partnership] [Membership] Interests, or such pledgee's permitted successors or assigns, in connection with the valid exercise of such pledgee's or such permitted successor's or assign's rights, or any purchaser of the [Partnership] [Membership] Interests acquired the [Partnership] [Membership] Interests in connection with the valid exercise of such rights (including in connection with any foreclosure), may acquire the [Partnership] [Membership] Interests and become a [Partner] [Member] or be substituted for a [Partner] [Member] under this [Limited Partnership Agreement] [Operating Agreement] without the consent of any [Partner] [Member] and without having to comply with any of the restrictions on the sale, transfer or other disposition of the interests set forth in this [Limited Partnership Agreement] [Operating Agreement] or otherwise." So long as any pledge of any [Partnership][Membership] is in effect, this Section shall not be amended and any purported amendment to this provision shall null and void. So long as any pledge of any [Partnership][Membership] is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee. Any amendment, modification or waiver of this provision without such consent shall be null and void."