Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) All Pledged Stock held by such Grantor (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments and Security Certificates have been delivered to Agent in accordance with Section 5.2(a) hereof. (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such Grantor in any Pledged Stock held by such Grantor, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 34, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent Lender in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent Lender shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization and other laws affecting the rights of creditors generally, and general principles of equity. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent the Lender in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent and upon five (5) Business Days’ prior written notice to the applicable Grantor of its intent to exercise its rights under this Section 4.5, the Lender shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, 5 and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed set forth on Schedule 3 the Disclosure Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3the Disclosure Certificate, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Purchaser Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Purchaser Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed set forth on Schedule 3 the Disclosure Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3the Disclosure Certificate, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such the Grantor hereunder (i) is listed set forth on Schedule 3 the Disclosure Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3the Disclosure Certificate, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such the Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such the Grantor, such the Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, as such Schedule 5 may be updated from time to time by a supplement delivered to Agent; and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments (other than checks received in the ordinary course of business) and Security Certificates have certificates has been delivered to the Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon Subject to Section 6.3, upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held issued by any Subsidiary of any Grantor pledged by such Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Effective Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section subsection 5.2(a) hereof). (c) All of the Pledged Stock issued by issuers formed under the laws of the United States or a State thereof that constitutes limited liability company interests or partnership interests are or represent interests that by their terms provide that they are securities governed by the uniform commercial code of any applicable jurisdiction. (d) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All Schedule 3 lists (i) all Pledged Stock held of such Grantor and (ii) all Pledged Debt Instruments of such Grantor having a face amount in excess of $4,000,000. (b) The Pledged Stock pledged by such Grantor hereunder is listed on Schedule 3, and in the case of Pledged Stock in a Subsidiary of such Grantor (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes each class of each issuer thereof as set forth on Schedule 3, and (ii) has been duly authorizedauthorized and validly issued, validly issued and is fully paid and as nonassessable (to Stock in corporations, non-assessable and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments and Security Certificates have been delivered to Agent in accordance with Section 5.2(a) hereofextent such concepts are applicable thereto). (c) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorCollateral, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock Collateral to the same extent as such Grantor and and, in the case of Pledged Stock, shall be entitled to participate in the management of the issuer of such Pledged Stock to the same extent as such Grantor and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, shall cease to be a holder of such Pledged StockCollateral.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (ba) As of the Closing Datedate of this Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (cb) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all , Pledged Investment Property consisting of not constituting instruments or certificates and Pledged Debt Instruments and Security Certificates have Pledged Investment Property not required to be delivered pursuant to Section 5.3 or 5.5) has been delivered to Agent or its designees, or, subject to the terms of the Intercreditor Agreement, the ABL Agent, in accordance with Section subsection 5.2(a) hereof). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all , Pledged Investment Property consisting of not constituting instruments or certificates and Pledged Debt Instruments and Security Certificates have Pledged Investment Property not required to be delivered pursuant to Section 5.3 or 5.5) has been delivered to Agent or its designees, or, subject to the terms of the Intercreditor Agreement, the SCP Agent, in accordance with Section subsection 5.2(a) hereof). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 or a Pledge Amendment and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Collateral Agent to the extent required in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 34, as such Schedule 4 may be updated from time to time by a supplement delivered to Agent, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (ba) As of the Closing Funding Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments (other than checks received in the ordinary course of business) and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof5.3(a). (cb) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held Shares (i) pledged by such Grantor hereunder (iA) is are listed on Schedule 3 to this Agreement and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on such Schedule 3, 3 and (iiB) has have been duly authorized, validly issued and is are fully paid and as to Stock nonassessable (other than Pledged Shares in corporations, non-assessable limited liability companies and partnerships) and (iiiii) the pledge thereof constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its their terms. (b) As of the Closing Date, all All Pledged Collateral (other than Pledged Uncertificated StockShares) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent the Notes Collateral Trustee in accordance with Section 5.2(a) hereof). (c) Upon Subject to Section 8.13, upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor in with respect to any Pledged Stock held by such GrantorShares, and a transferee or assignee of such Pledged Stock Shares shall become a holder of such Pledged Stock Shares to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock Shares and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockShares.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor as of the date hereof (ia) is listed on Schedule 3 Sched- ule 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35 and, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Date, except as set forth on Schedule 5, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates in each case having a principal amount in excess of $750,000, individually or in the aggregate and all Pledged Collateral (other than Pledged Uncertificated Stock) listed on Schedule 5, has been delivered deliv- ered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and after written notice to the applicable Grantor, to the fullest extent permitted by applicable law, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, authorized and validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock to the same extent as such Grantor and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged hereunder by such Grantor (i) is listed on Schedule 3 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, 2 (iiPledged Collateral). (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termsnonassessable. (bc) As of the Closing Date, all All Pledged Collateral (other than and, if applicable, any Additional Pledged Uncertificated Stock) and all Pledged Investment Property Collateral, consisting of Certificated Securities or Instruments and Security Certificates have has been delivered to the Administrative Agent in accordance with Section 5.2(a4.4(a) hereof(Pledged Collateral). (cd) Upon The Constituent Documents of any Person governing any Pledged Stock permit that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor in any Pledged Stock held by such Grantorgranting the security interest therein, and that a transferee or assignee of Stock of such Pledged Stock Person shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor in such Grantor and be Person entitled to participate in the management of the issuer of such Pledged Stock Person and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 4.5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 34.5, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All (i) The Pledged Stock held Shares pledged by such Grantor hereunder (iA) is are listed on Schedule 3 to this Agreement and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on such Schedule 3, 3 and (iiB) has have been duly authorized, validly issued and is are fully paid and as to Stock nonassessable (other than Pledged Shares in corporations, non-assessable limited liability companies and partnerships) and (iiiii) the pledge thereof constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all All Pledged Collateral (other than Pledged Uncertificated StockShares) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Agent in accordance with Section 5.2(a) hereof). (c) Upon Subject to Section 8.13, upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor in with respect to any Pledged Stock held by such GrantorShares, and a transferee or assignee of such Pledged Stock Shares shall become a holder of such Pledged Stock Shares to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock Shares and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockShares.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iiiii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates certificates have been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed set forth on Schedule 3 the Disclosure Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3the Disclosure Certificate, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Datedate hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall shall, to the same extent as such Grantor, become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed set forth on Schedule 3 the Disclosure Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3the Disclosure Certificate, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, subject to the Dominion Security Agreement, and a transferee or assignee of such Pledged Stock shall shall, to the same extent as such Grantor, become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held (i) pledged by such Grantor hereunder (iA) is listed on Schedule 3 to this Agreement and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on such Schedule 3, 3 and (iiB) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiiii) the pledge thereof constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Notes Collateral Agent in accordance with Section 5.2(a) hereof). (c) Upon Subject to Section 8.13, upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, 5 and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates certificated securities pledged by such Grantor hereunder have been delivered to the Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of such Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock in a foreclosure sale held in compliance with applicable law shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, 5 and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates that are permitted to be delivered under the terms of the Subordination Agreement has been delivered to the Collateral Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Subordination Agreement, the Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 34, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 4 to this Agreement and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on such Schedule 34, (ii) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon Subject to Section 8.14, upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) on the date hereof is listed on Schedule 3 2 and constitutes that percentage of the issued and outstanding equity Equity Interests of all classes of each issuer thereof as set forth on Schedule 32, (iib) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable nonassessable (or the equivalent thereof) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section subsection 5.2(a) hereof). (c) Upon the occurrence and during the continuance of an Event of Default, upon demand by the Administrative Agent, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35 as of the date hereof, and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Datedate hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 34, as such Schedule 4 may be updated from time to time by a supplement delivered to Agent, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Restatement Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments (other than checks received in the ordinary course of business) and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All Schedule 3 lists (i) all Pledged Stock held of such Grantor and (ii) all Pledged Debt Instruments of such Grantor having a face amount in excess of $4,000,000. (b) The Pledged Stock pledged by such Grantor (i) hereunder is listed on Schedule 3 and and, in the case of Pledged Stock in a direct Subsidiary of such Grantor, (i) constitutes that percentage of the issued and outstanding equity of all classes each class of each issuer thereof as set forth on Schedule 3, 3 and (ii) has been duly authorizedauthorized and validly issued, validly issued and is fully paid and as nonassessable (to Stock in corporations, non-assessable and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments and Security Certificates have been delivered to Agent in accordance with Section 5.2(a) hereofextent such concepts are applicable thereto). (c) Upon the occurrence and during the continuance of an Event of Default, Agent the Collateral Trustee shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock andto the same extent as such Grantor, and upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, shall cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35 as of the date hereof, and (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its termspartnerships). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent the Collateral Trustee in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of a Secured Debt Default, Agent the Collateral Trustee shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof4.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All Pledged Stock held by such Grantor (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and as to Stock in corporations, non-assessable and (iii) constitutes the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments and Security Certificates have been delivered to Agent in accordance with Section subsection 5.2(a) hereof). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such Grantor in any Pledged Stock held by such Grantor, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 6 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer (except for any Joint Venture) thereof as of the date hereof, as set forth on Schedule 36, (iib) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated StockStock and Pledged Debt Instruments) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates certificates have been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, subject to the notice required in accordance with Section 6.3(a), the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 1 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 31, (ii) to the knowledge of the Grantor, has been duly authorized, validly issued and is fully paid and as to Stock in corporationsif applicable, non-assessable and (iii) to the knowledge of the Grantor, constitutes the legal, valid and binding obligation obligation, if applicable, of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section subsection 5.2(a) hereof). (c) Upon the occurrence and during During the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (i) The collateral set forth in Section 1(a)(viii) of this Agreement (the “Pledged Collateral”) pledged by the Grantor hereunder (a) All Pledged Stock held by such Grantor (i) is listed on Schedule 3 3(q) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 33(q), (iib) has been duly authorized, validly issued and is fully paid and as to Stock nonassessable (other than equity interests in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (bii) As of the Closing Datedate of this Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Agent in accordance with Section 5.2(a) hereofLender. (ciii) Upon the occurrence and during the continuance of an Event of Default, Agent Lender shall be entitled to exercise all of the rights of such Grantor granting the security interest in any Pledged Stock held by such GrantorCollateral, and a transferee or assignee of such Pledged Stock Collateral shall become a holder of such Pledged Stock Collateral to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock Collateral and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockCollateral.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (iia) has been duly authorized, validly issued and is fully paid and as to nonassessable (other than Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiib) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to Revolver Agent in accordance with Section 5.2(a) hereofthe Revolver Security Agreement. (c) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All The Pledged Stock held pledged by such Grantor hereunder (ia) is listed on Schedule 3 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 35, (iib) has been duly authorized, validly issued and is fully paid and nonassessable (other than as to such rights may arise under mandatory provisions of applicable law that may be waived or otherwise agreed and not as a result of any rights contained in any organizational documents, or Pledged Stock in corporations, non-assessable limited liability companies and partnerships) and (iiic) constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates have certificates has been delivered to the Administrative Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of such the Grantor granting the security interest in any Pledged Stock held by such GrantorStock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All (i) The Pledged Stock held Shares pledged by such Grantor hereunder (iA) is are listed on Schedule 3 4 to this Agreement and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on such Schedule 3, 4 and (iiB) has have been duly authorized, validly issued and is are fully paid and as to Stock nonassessable (other than Pledged Shares in corporations, non-assessable limited liability companies and partnerships) and (iiiii) the pledge thereof constitutes the legal, valid and binding obligation of the issuer thereofobligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all All Pledged Collateral (other than Pledged Uncertificated StockShares) and all Pledged Investment Property consisting of Instruments instruments and Security Certificates certificates have been delivered to Agent in accordance with Section 5.2(a) hereof5.3(a). (c) Upon Subject to Section 8.14, upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of such the Grantor in with respect to any Pledged Stock held by such GrantorShares, and a transferee or assignee of such Pledged Stock Shares shall become a holder of such Pledged Stock Shares to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock Shares and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockShares.