Common use of Pledged Interests Clause in Contracts

Pledged Interests. (a) (i) Except for the security interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), (iii) such Loan Party has the right and requisite authority to pledge, the investment property pledged by such Loan Party to the Agent as provided herein, (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and (C) the filing of financing statements in the jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent all certificates representing the Pledged Interests owned by such grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Interests. (a) (i) Except for the security interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 3.5 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party identified on Schedule 3.05 3.5 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), (iii) such Loan Party has the right and requisite authority to pledge, the investment property pledged by such Loan Party to the Agent as provided herein, (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and (C) the filing of financing statements in the jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g6.1(g) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (v) subject to Section 7.207.21, each Loan Party has delivered to and deposited with the Agent all certificates representing the Pledged Interests owned by such grantor Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Interests. Without limiting any other rights or remedies available to Secured Party under Section 7.2.1, at any time after an Event of Default occurs and is continuing, Secured Party, at its option and without any obligation to do so, may transfer to or register in its name, or the name of any nominee(s), all or any part of the Pledged Interests, and Secured Party may exercise in respect of the Pledged Interests, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies under applicable law and of a secured party on default under the Uniform Commercial Code; and Secured Party may also, with ten (a10) days prior notice to Debtor, sell the Pledged Interests or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable. Secured Party shall be authorized at any such sale (iif it deems it advisable to do so) Except to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Interests for their own account in compliance with Regulation D of the security interest created herebySecurities Act of 1933, each Loan as amended, and applicable state securities laws or under any other applicable exemption available under such laws. Debtor agrees that at least ten (10) days notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party is and will at all times shall not be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, obligated to make any sale of the Pledged Interests indicated on Schedule 3.05 regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place it was so adjourned. Any cash held by Secured Party as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Dateand all cash proceeds received by Secured Party in respect of any sale of, (ii) collection from, or other realization upon all or any part of the Pledged Interests are duly authorizedmay, validly issuedin the sole discretion of Secured Party, fully paid and non-assessable and the be held by Secured Party as Pledged Interests constitute Collateral for, and/or then or will constitute the percentage at any time thereafter in whole or in part by Secured Party against, all or any parts of the issued Obligations in such order as Secured Party shall elect in its discretion exercised in good faith. Any surplus of such cash or cash proceeds held by Secured Party and outstanding Equity Interests remaining after payment in full of all of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule Obligations shall be paid over to Debtor or to whomsoever may be amended by written notice from the Borrower Agent lawfully entitled to the Agent), (iii) receive such Loan Party has the right and requisite authority to pledgesurplus. Without precluding any other methods of sale, the investment property pledged by such Loan Party to the Agent as provided herein, (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery sale of this Agreement, (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, or any part thereof, shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or finance companies disposing of similar property, but in any event, Secured Party may sell or otherwise dispose of the Pledged Interests without assuming any credit risk. Debtor recognizes that federal, state and/or foreign securities and other laws may limit the flexibility desired to achieve an otherwise commercially reasonable disposition of the Pledged Interests, and in the event of potential conflict between such laws or regulations and what in other circumstances might constitute commercial reasonableness, it is intended that consideration for such laws and regulations will prevail over attempts to achieve such commercial reasonableness. In connection with any sale or other disposition of the Pledged Interests, compliance by Secured Party with the written advice of its counsel concerning the potential effect of any such law or regulation shall not be cause for Debtor, or any other Person, to claim that such sale or other disposition was not commercially reasonable, it being the intent of Debtor that Secured Party not be obligated to risk contravening any such law or regulation in order to effect what, but for such law or regulation, would be a commercially reasonable disposition. By way of example and not by way of limitation, with respect to any sale or other disposition of the Pledged Interests or any portion thereof: (i) such sale or disposition shall be commercially reasonable if made by and through a licensed broker/dealer acting under instructions to obtain in its judgment the best disposition price known to it on the market (however, this provision does not suggest that such disposition is either preferable or exclusive); (ii) such sale or disposition shall be deemed to have been at a public sale if, in connection with such sale or disposition, Secured Party obtains bids from at least two qualified purchasers; and (iii) the net book value reflected on EQMI’s most recent financial statements, adjusted to the extent date of any such Pledged Interests are represented by certificates, together with undated powers (sale or other documents disposition, is deemed to be a commercially reasonable price (but a price less than such net book value is not, of transfer acceptable itself, deemed to be commercially unreasonable). To the Agent) endorsed in blank extent permitted by the applicable Loan Partylaw, and (C) the filing of financing statements in the jurisdiction of organization of such Loan except as otherwise expressly provided under this Agreement or otherwise, Debtor hereby waives all rights now or hereafter conferred by statute or otherwise which may require Secured Party set forth on Schedule 6.01(g) for such Loan Party to give any notice, make any demand, or invoke any legal process with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent all certificates representing the Pledged Interests owned by such grantor to the extent such Pledged Interests are represented by certificates, and undated powers (sale or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None disposition of the Pledged Interests owned or held by such Loan which may require Secured Party has been issued to sell or transferred otherwise dispose of the Pledged Interests in violation mitigation of Secured Party’s damages or which may otherwise limit or modify any securities registrationof Secured Party’s remedies or rights under this Agreement. Secured Party shall be under no duty to sell or otherwise realize upon the Pledged Interests. At any time, securities disclosure, Secured Party may release or similar laws surrender all or any part of any jurisdiction the Pledged Interests to which such issuance or transfer may be subjectDebtor.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 5.1(c) to the Information Certificate as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, ; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent 5.1(c) to the Agent), Information Certificate as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Borrower hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provided that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, Date and included on Schedule 5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement); (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 5.1(c) to the Information Certificate (as such Schedule may be amended updated from time to time to reflect changes resulting from transactions permitted under this Agreement) as supplemented or modified by written notice from the Borrower Agent any Pledged Interests Addendum or any Joinder to the Agent), this Agreement; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Borrower hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provided that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Pledged Interests. As of the date hereof, the Pledged Interests required to be pledged hereunder by each Pledgor consist of the number and type of shares of capital stock (ain the case of issuers that are corporations) or the percentage and type of other equity interests (i) Except for in the security interest created hereby, each Loan Party is and will at all times be the sole holder case of record and the legal and beneficial owner, free and clear of all Liens issuers other than Permitted Liens, corporations) as described beneath such Pledgor’s name in Annex C. All of the Pledged Interests indicated on Schedule 3.05 as being owned by have been duly and validly issued and are fully paid and nonassessable (or, in the case of partnership, limited liability company or similar Pledged Interests, not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights (or, if so subject, such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent rights have been waived), warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer. As to the Agent) andeach issuer thereof, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable pledged hereunder constitute 100% of the outstanding capital stock of or other equity interests in such issuer unless such issuer is a CFC and the Pledged Interests constitute or will constitute the percentage pledge of the issued and outstanding Equity Interests of the Pledged Companies less than 100% of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), (iii) such Loan Party interests is permitted hereunder. Each Pledgor has the right and requisite authority to pledge, pledge the investment property Investment Related Property pledged by such Loan Party to the Agent Pledgor as provided herein, ; (ivi) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and Pledgor; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g) for such Loan Party Pledgor with respect to the Pledged Interests of such Loan Party Pledgor that are not represented by certificates, ; and (vD) subject with respect to Section 7.20any Securities Accounts, the delivery of a control agreement with respect thereto; and (ii) each Loan Party Pledgor has delivered to and deposited with the Agent Senior Lender all certificates representing the Pledged Interests owned by such grantor Pledgor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentSenior Lender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party Pledgor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any operating agreement or limited partnership agreement, each Pledgor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Pledgor in a Securities Account. In addition, none of the limited liability company or partnership agreements, or any other agreements governing any of the Pledged Interests comprised of limited liability company or partnership interests, provide that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Pledged Interests. (a) (i) Except for the security interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 3.5 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party identified on Schedule 3.05 3.5 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), (iii) such Loan Party has the right and requisite authority to pledge, the investment property pledged by such Loan Party to the Agent as provided herein, (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the Agent’s Liens in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by the Agent (or its agent or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and (C) the filing of financing statements in the jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g6.1(a) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (v) subject to Section 7.207.21, each Loan Party has delivered to and deposited with the Agent all certificates representing the Pledged Interests owned by such grantor Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 P-3 to this Agreement as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, ; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent), Companies; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Loan Party hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction

Pledged Interests. (a) (i) Except for the security interest created hereby, each Loan Party Each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted LiensEncumbrances, of the Pledged Interests indicated on Schedule 3.05 6 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) Grantor and, when acquired by such Loan PartyGrantor, any Pledged Interests acquired after the Closing Effective Date, (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable with respect to a corporation, nonassessable, and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party Grantor as are listed and identified on Schedule 3.05 (6 as such Schedule may be amended supplemented or modified by written notice from the Borrower Agent any Pledged Interests Addendum or any Supplement to the Agent), this Agreement; (iii) all Pledged Interests owned directly by the Grantors as of the Effective Date are listed and identified on Schedule 6, (iv) such Loan Party Grantor has the right and requisite authority to pledge, pledge the investment property Investment Related Property pledged by such Loan Party Grantor to the Administrative Agent as provided herein, (ivv) all actions necessary or desirable to perfect and perfect, establish the first priority ofof (subject to Permitted Senior Encumbrances), or otherwise protect, the Administrative Agent’s Liens Security Interest in the investment propertyInvestment Related Property, and the proceeds thereof, will have been duly taken, upon (A) upon the execution and delivery of this Agreement, ; (B) upon the taking of possession by the Administrative Agent (or its agent or designee) of any certificates representing constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable Loan PartyGrantor, and (C) upon the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g) 9 for such Loan Party Grantor with respect to the Pledged Interests of such Loan Party Grantor that are not represented by certificates, and (vD) subject with respect to Section 7.20any Securities Accounts and Commodity Accounts, upon the delivery of Control Agreements with respect thereto; and (vi) each Loan Party Grantor has delivered to and deposited with the Administrative Agent (or, with respect to any Pledged Interests created or obtained after the Effective Date, will deliver and deposit in accordance with Sections 6(c) and 8) all certificates representing the Pledged Interests owned by such grantor to the extent such Pledged Interests are represented by certificatesGrantor, and undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party Grantor has been issued or transferred in violation of any securities registration, securities disclosure, disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Interests. (a) Percentage of all Outstanding Name of Issuing Interests Non-Corporate Entity Type of Interest Certificate No(s). of Issuer Part III. Pledged Notes Name of Principal Date of Maturity Issuer Amount Issuance Interest Rate Date EXHIBIT 2 FORM OF ISSUER ACKNOWLEDGMENT The undersigned hereby (i) Except for the security interest created hereby, each Loan Party is and will at all times be the sole holder acknowledges receipt of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, a copy of the Pledged Interests indicated on Schedule 3.05 as being owned by such Loan Party PLEDGE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used herein but not defined herein have the meanings given such Schedule may be amended by written notice from terms in the Borrower Agent to Agreement), dated as of November 24, 2004, among COINMACH SERVICE CORP., COIMACH LAUNDRY CORPORATION and THE BANK OF NEW YORK, as collateral agent (in such capacity, the “Collateral Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date”), (ii) all of agrees promptly to note on its books the Pledged Interests are duly authorized, validly issued, fully paid security interests granted and non-assessable and confirmed under the Pledged Interests constitute or will constitute Agreement in [DESCRIBE SECURITIES] (the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent to the Agent“Uncertificated Securities”), (iii) such Loan Party has agrees that it will comply with the right and requisite authority to pledge, instructions of the investment property pledged by such Loan Party Collateral Agent with respect to the Agent as provided hereinUncertificated Securities and all proceeds and other interests related thereto constituting Collateral without further consent by the applicable Pledgor, (iv) all actions necessary or desirable agrees to perfect and establish notify the first priority of, or otherwise protect, the Agent’s Liens Collateral Agent upon obtaining knowledge of any interest in favor of any Person in the investment property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by the Agent (Uncertificated Securities or its agent or designee) of any certificates representing the Pledged Interests, related Collateral that is adverse to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents interest of transfer acceptable to the Agent) endorsed in blank by the applicable Loan Party, and (C) the filing of financing statements in the jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, Collateral Agent therein and (v) subject waives any right or requirement at any time hereafter to Section 7.20, each Loan Party has delivered to and deposited receive a copy of the Agreement in connection with the registration of the Uncertificated Securities thereunder in the name of the Collateral Agent all certificates representing or its nominee or the Pledged Interests owned exercise of voting rights by such grantor to the extent such Pledged Interests are represented by certificatesCollateral Agent or its nominee. [NAME OF ISSUER] By: Name: Title: EXHIBIT J FORM OF INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT is dated as of ___, and undated powers entered into by and among COINMACH LAUNDRY CORPORATION, a Delaware corporation (or other documents of transfer acceptable the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including its successors and assigns from time to time, the “First Lien Collateral Agent”) endorsed and THE BANK OF NEW YORK, in blank with respect its capacity as collateral agent for the Noteholders (including its successors and assigns from time to such certificatestime, the “Second Lien Collateral Agent”). None of Capitalized terms used herein shall have the Pledged Interests owned or held by such Loan Party has been issued or transferred meanings set forth in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction Section 1 below; provided that capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to which such issuance or transfer may be subjectthem in the Credit Agreement as in effect on the date hereof.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, ; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 (Party, as such Schedule may be amended supplemented or modified by written notice from the Borrower Agent any Pledged Interests Addendum or any Joinder to the Agent), this Agreement; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Borrower hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 5.26(d) to the Information Certificate as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, ; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 5.26(d) to the Information Certificate (as such Schedule may be amended updated from time to time in accordance herewith) as supplemented or modified by written notice from the Borrower Agent any Pledged Interests Addendum or any Joinder to the Agent), this Agreement; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate (as such Schedule may be updated from time to time in accordance herewith) for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Borrower hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Pledged Interests. (a) (i) Except for the security interest Security Interest created hereby, each Loan Party is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 3.05 5.26(e) to the Information Certificate as being owned by such Loan Party (as such Schedule may be amended by written notice from the Borrower Agent to the Agent) and, when acquired by such Loan Party, any Pledged Interests acquired after the Closing Date, ; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests Stock of the Pledged Companies of such Loan Party identified on Schedule 3.05 (as such Schedule may be amended by written notice from the Borrower Agent 5.26(e) to the Agent), Information Certificate as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Loan Party has the right and requisite authority to pledge, the investment property Investment Related Property pledged by such Loan Party to the Agent Lender as provided herein, ; (iv) all actions necessary or desirable to perfect and establish the first priority of, or otherwise protect, the AgentLender’s Liens in the investment propertyInvestment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement, ; (B) the taking of possession by the Agent Lender (or its agent Lender or designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank by the applicable Loan Party, and ; (C) the filing of financing statements in the applicable jurisdiction of organization of such Loan Party set forth on Schedule 6.01(g5.6(a) to the Information Certificate for such Loan Party with respect to the Pledged Interests of such Loan Party that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) subject to Section 7.20, each Loan Party has delivered to and deposited with the Agent Lender all certificates representing the Pledged Interests owned by such grantor Loan Party to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to the AgentLender) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Loan Party has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, Borrower hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provided that such Pledged Interests are securities governed by Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.