Common use of Pledged Securities and Other Investment Property Clause in Contracts

Pledged Securities and Other Investment Property. Schedule “D” to the Collateral Disclosure Letter sets forth a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 and Equity Interests in Pledge Subsidiaries constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes Documents. Each Grantor is the direct and beneficial owner of each Instrument and each Equity Interest in Pledge Subsidiaries listed in Schedule “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 of the Indenture. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to the Collateral Disclosure Letter, and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement.

Pledged Securities and Other Investment Property. Schedule Exhibit “D” to sets forth, as of the Collateral Disclosure Letter sets forth applicable Determination Date, a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 (other than the Intercompany Instruments), Securities and Equity Interests in Pledge Subsidiaries other Investment Property constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsAgent. Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule Exhibit “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 8.04 of the IndentureLC Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable andand constitute, in as of the case of Equity Interests in Pledge Subsidiariesapplicable Determination Date, constitutes the percentage of the issued and outstanding shares of stock (or other Equity InterestsCapital Stock) of the respective issuers thereof indicated in Schedule Exhibit “D” to the Collateral Disclosure Letter, hereto and (ii) all such Pledged Collateral held by a securities intermediary (including in a Securities Account) is covered by a Control Agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control to the extent required by Section 4.5. In addition, each Grantor hereby represents and warrants that (i) no partnership agreement or operating agreement (or similar constitutive document) with respect to any certificates delivered to the Notes Pledged Collateral Agent representing an Equity Interest, either in respect of a limited liability company or partnership provides that such certificates are Securities as defined in Pledged Collateral constitute securities governed by Article 8 of the UCC as in effect in any relevant jurisdiction and (ii) no Collateral constitutes “certificated securities” within the meaning of Article 8 of the applicable Uniform Commercial Code as in effect in any relevant jurisdiction (such securities, “Certificated Securities”), except as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as otherwise indicated in Schedule on Exhibit “D”. Pursuant Each Grantor covenants that for so long as this Security Agreement is in effect, it shall not permit any of its Subsidiaries whose Capital Stock is Pledged Collateral (the “Acknowledgment Parties”) (i) except as otherwise indicated on Exhibit “D”, to the terms and conditions of Section 2.09 cause such Capital Stock to become Certificated Securities, or (ii) except as otherwise indicated on Exhibit “D”, for any such Subsidiaries that are limited liability companies or partnerships, to elect that its membership interests becomes governed by Article 8 of the Intercreditor Agreement, Uniform Commercial Code as in effect in any relevant jurisdiction without the Bank Agent will hold Collateral in its possession consent of all pledgees of such membership interests or the delivery of any applicable limited liability company certificate or control as gratuitous bailee for agreement necessary to perfect each such pledgee's interests in the Notes Collateral Agent solely for applicable membership interests. Each Grantor further agrees to cause each Acknowledgment Party, other than any Acknowledgment Party that is a ULC, to execute and deliver an acknowledgment substantially in the purpose form of perfecting the security interest granted in Exhibit “M” hereto promptly upon such Collateral pursuant to this Security Agreementparty becoming an Acknowledgment Party.

Pledged Securities and Other Investment Property. Schedule Exhibit “D” to the Collateral Disclosure Letter sets forth a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent GrantorInstruments, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 Securities and Equity Interests in Pledge Subsidiaries other Investment Property constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant (or, subject to the terms of Intercreditor Agreements, to the Notes DocumentsAdministrative Agent or such other Person to whom delivery is required thereunder). Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule Exhibit “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 4.10 of the Indenture. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity a Capital Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Capital Interests) of the respective issuers thereof indicated in Schedule Exhibit “D” to the Collateral Disclosure Letterhereto, and (ii) with respect to any certificates delivered to the Notes Collateral Agent (or, subject to the Intercreditor Agreements, to the Administrative Agent or such other Person to whom delivery is required thereunder) representing an Equity a Capital Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant Intangible and (iii) to the terms and conditions of Section 2.09 of extent requested by the Intercreditor AgreementAdministrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the Bank securities intermediary, the Administrative Agent will hold Collateral in its possession or control as gratuitous bailee for and the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreementwhich the Collateral Agent has Control.

Pledged Securities and Other Investment Property. Schedule Exhibit “D” to the Collateral Disclosure Letter sets forth a complete and accurate list as of the Security Agreement Effective Date Instruments, Securities and other Investment Property constituting Pledged Collateral, provided that, for the avoidance of doubt, (or in i) with respect to the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 and Equity Interests in Pledge the Subsidiaries, only the Pledged Collateral in the form of certificates, instruments or agreements representing or evidencing Equity Interests in Subsidiaries constituting that constitute Collateral in accordance with Article II of this Security Agreement shall be delivered to the Administrative Agent and delivered (or no Equity Interests in any other Persons shall be required to be delivered, and (ii) no physical instruments, securities or other physical Investment Property held in any of the accounts identified in Exhibit D shall be required to be delivered to the Notes Collateral Agent pursuant Administrative Agent; provided further that the Equity Interests in the First Tier Foreign Subsidiaries required to be delivered hereunder may be delivered after the terms Closing Date in accordance with Section 5.09 of the Notes DocumentsCredit Agreement. Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule Exhibit “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Administrative Agent for the benefit of the Secured Parties hereunder or as permitted by under Section 4.08 6.02 of the IndentureCredit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest in a Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule Exhibit “D” to the Collateral Disclosure Letterhereto, and (ii) with respect to any certificates delivered to the Notes Collateral Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Administrative Agent so that the Notes Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant Intangible and (iii) to the terms and conditions of extent, such Pledged Collateral is held by a securities intermediary in a Securities Account, such account shall be subject to a Securities Account Control Agreement to the extent required by Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement4.7 hereof.

Pledged Securities and Other Investment Property. Schedule Exhibit “D” to sets forth, as of the Collateral Disclosure Letter sets forth applicable Determination Date, a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 (other than Intercompany Instruments), Securities and Equity Interests in Pledge Subsidiaries other Investment Property constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsAgent. Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule Exhibit “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 8.04 of the IndentureLC Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, except in the case of Equity Interests in Pledge SubsidiariesULC Shares, constitutes non-assessable and constitute, as of the applicable Determination Date, the percentage of the issued and outstanding shares of stock (or other Equity InterestsCapital Stock) of the respective issuers thereof indicated in Schedule Exhibit “D” to the Collateral Disclosure Letter, hereto and (ii) all such Pledged Collateral held by a Securities Intermediary (including in a Securities Account) is covered by a Control Agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control to the extent required by Section 4.5. In addition, each Grantor hereby represents and warrants that (x) no partnership agreement or operating agreement (or similar constitutive document) with respect to any certificates delivered to the Notes Pledged Collateral Agent representing an Equity Interest, either in respect of a limited liability company or partnership provides that such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions Pledged Collateral constitute securities governed by the issuer or otherwise, or, if such certificates are not STA as in effect in any relevant jurisdiction and (y) no Collateral constitutes Certificated Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein except as a General Intangible, as otherwise indicated in Schedule on Exhibit “D”. Pursuant Each Grantor covenants that for so long as this Security Agreement is in effect, it shall not permit any of its Subsidiaries whose Capital Stock is Pledged Collateral (the “Acknowledgment Parties”) (I) except as otherwise indicated on Exhibit “D”, to cause such Capital Stock to become Certificated Securities, or (II) except as otherwise indicated on Exhibit “D”, for any such Subsidiaries that are limited liability companies or partnerships, to elect that its membership interests constitute securities governed by the terms and conditions STA as in effect in any relevant jurisdiction without the consent of Section 2.09 all pledgees of such membership interests or the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession delivery of any applicable limited liability company certificate or control as gratuitous bailee for agreement necessary to perfect each such pledgee's interests in the Notes Collateral Agent solely for applicable membership interests. Each Grantor further agrees to cause each Acknowledgment Party, other than any Acknowledgment Party that is a ULC, to execute and deliver an acknowledgment substantially in the purpose form of perfecting the security interest granted in Exhibit “L” hereto promptly upon such Collateral pursuant to this Security Agreementparty becoming an Acknowledgment Party.

Pledged Securities and Other Investment Property. Schedule “D” Exhibit "E" (or any Supplement to the Collateral Disclosure Letter such Exhibit) sets forth a complete and accurate list as of (i) all of the Security Agreement Effective Date capital stock, ownership interests or membership interests and the ownership percentages thereof, owned by the Grantors and (or in ii) the case of a subsequent GrantorInstruments, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 Securities and Equity Interests in Pledge Subsidiaries constituting Collateral and other Investment Property delivered (or to be delivered) to the Notes Collateral Agent pursuant hereto, excluding, however, the Excluded Equity Interests, which are not required to be delivered hereunder (the terms of the Notes Documents"Pledged Securities"). Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule “D” on Exhibit "E" (or any Supplement to the Collateral Disclosure Letter such Exhibit) as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as Roto-Rooter Creditors hereunder, Liens permitted under Section 4.1.5 and transfers permitted by Section 4.08 of the IndentureRoto-Rooter Credit Documents; provided that the Securities pledged shall not include the Excluded Equity Interests. Each Grantor further represents and warrants that (i) all Pledged Collateral that: 3.11.1 All such Instruments, Securities or other types of Investment Property owned by it constituting an Equity Interest has which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such concepts are relevant with respect to such Pledged CollateralInstrument, Security or other type of Investment Property) duly authorized and validly issued, are fully paid and non-assessable andassessable; 3.11.2 The shares of capital stock, in the case of Equity Interests in Pledge Subsidiaries, constitutes the percentage ownership interests or membership interests owned by it with respect to a subsidiary of the issued and Borrower set forth on Exhibit "E" or on any Supplement to such Exhibit represent the aggregate outstanding shares amount of stock (or other Equity Interests) all of the respective issuers thereof indicated in Schedule “D” capital stock, ownership interests or membership interests, as applicable, of such subsidiary required to be pledged hereunder pursuant to the Collateral Disclosure Letter, Roto-Rooter Credit Documents and (ii) with the ownership percentages thereof; and 3.11.3 With respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interestownership interest in a partnership or limited liability company, either such certificates are Securities as defined in Article 8 of the UCC Uniform Commercial Code of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement.

Pledged Securities and Other Investment Property. Schedule “D” to the Collateral Disclosure Letter 1(e)(ii_ sets forth a complete and accurate list as of the Security Agreement Effective Date (or in instruments, securities and other investment property owned by Debtor and the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 and Equity Interests in Pledge Subsidiaries constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsCapital Stock owned by each Debtor. Each Grantor Debtor is the direct and beneficial owner of each Instrument instrument, security and each Equity Interest in Pledge Subsidiaries other type of investment property listed in on Schedule “D” to the Collateral Disclosure Letter 1(e)(ii) as being owned by it, free and clear of any Liensliens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 of the IndentureLender hereunder. Each Grantor Debtor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has such instruments, securities or other types of investment property which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such concepts are relevant with respect to such Pledged Collateralinstrument, security or other type of investment property) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to the Collateral Disclosure Letter, and (ii) with respect to any certificates delivered to the Notes Collateral Agent Lender representing an Equity Interestownership interest in a partnership or limited liability company, either such certificates are Securities securities as defined in Article 8 of the UCC Code of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securitiessecurities, such Grantor Debtor has so informed the Notes Collateral Agent Lender so that the Notes Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangiblegeneral intangible. Each Debtor is the direct and beneficial owner of each instrument, security and other type of investment property listed on Schedule 1(e)(ii) as indicated in Schedule “D”. Pursuant to the terms being owned by such Debtor, free and conditions clear of Section 2.09 of the Intercreditor Agreementany liens, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee except for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted to Lender hereunder. Each Debtor further represents and warrants that (i) all such instruments, securities or other types of investment property which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such Collateral pursuant concepts are relevant with respect to this Security Agreementsuch instrument, security or other type of investment property) duly and validly issued, are fully paid and non-assessable and (ii) with respect to any certificates delivered to Lender representing an ownership interest in a partnership or limited liability company, either such certificates are securities as defined in Article 8 of the Code of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not securities, each Debtor has so informed Lender so that Lender may take steps to perfect its security interest therein as a general intangible.

Pledged Securities and Other Investment Property. Schedule “D” to Schedules 10, 11 and 12 of the Collateral Disclosure Letter sets Perfection Certificate set forth a complete and accurate list as of the Security Agreement Effective Date (or in the case Pledged Collateral, including Instruments, Securities and other Investment Property constituting Collateral, including all Certificates of a subsequent Grantor, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 and Equity Interests in Pledge Subsidiaries constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsIndebtedness. Each Grantor is the direct and beneficial owner of each Instrument the Pledged Collateral, including Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule “D” to Schedules 10, 11 and 12 of the Collateral Disclosure Letter Perfection Certificate as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as Liens permitted by Section 4.08 8.02 of the Indenture. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to 10 of the Collateral Disclosure LetterPerfection Certificate, and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has taken or, has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take take, steps to perfect its the Collateral Agent’s security interest therein as a General Intangible, as indicated Intangible and (iii) all such Pledged Collateral held by a securities intermediary is held in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession one or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreementmore Controlled Securities Accounts.

Pledged Securities and Other Investment Property. Schedule As of the Effective Date and as of the date of the most recent update delivered pursuant to Section 4.10 hereof, Exhibit “D” to the Collateral Disclosure Letter sets forth a complete and accurate list of the Pledged Equity Interests, Pledged Debt, Instruments, Securities and other Investment Property constituting Collateral and delivered to the Administrative Agent. 3.8.1 Subject to any transfers or dispositions made in compliance with the Credit Agreement, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens other than Liens permitted pursuant to the Credit Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, any Pledged Equity Interests that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Equity Interests hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 3.8.2 No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any Pledged Equity Interests or the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or the exercise of remedies in respect thereof except such as have been obtained; and 3.8.3 As of the Effective Date and as of the Security Agreement Effective Date (or in the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) most recent update delivered pursuant to Section 4.10 hereof, except as set forth on Exhibit “D”, all of the Instruments with a face value exceeding $10,000,000 and Pledged Collateral constituting uncertificated Equity Interests in Pledge Subsidiaries constituting Collateral and delivered (is or to be delivered) to the Notes Collateral Agent pursuant to the represents interests that by their terms of the Notes Documents. Each Grantor is the direct and beneficial owner of each Instrument and each Equity Interest in Pledge Subsidiaries listed in Schedule “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 of the Indenture. Each Grantor further represents and warrants provide that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to the Collateral Disclosure Letter, and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates they are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement.

Pledged Securities and Other Investment Property. Schedule “D” to the Collateral Disclosure Letter Exhibit "A" sets forth a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent GrantorInstruments, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 Securities and Equity Interests in Pledge Subsidiaries constituting Collateral and other Investment Property delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsAgent. Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule “D” to the Collateral Disclosure Letter on Exhibit "A" as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 Lenders hereunder, the Lien to secure payment of the Indentureindebtedness under the Enterprises Credit Agreement and other Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has such Securities or other types of Investment Property which are shares of stock in a corporation or ownership interests in a partnership or limited liability company and in which such Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Pledged CollateralSecurity or other type of Investment Property) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in Schedule “D” to the Collateral Disclosure Letter, on Exhibit "A" hereto and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interestownership interest in a partnership or limited liability company and in which such Grantor is granting a security interest pursuant to this Security Agreement, either such certificates are Securities as defined in Article 8 of the New York UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement.

Pledged Securities and Other Investment Property. Schedule “D” to Schedules 10, 11 and 12 of the Collateral Disclosure Letter sets Perfection Certificate set forth a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent GrantorPledged Collateral, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 including Instruments, Securities and Equity Interests in Pledge Subsidiaries other Investment Property constituting Collateral and delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsCollateral. Each Grantor is the direct and beneficial owner of each Instrument the Pledged Collateral, including Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule “D” to Schedules 10, 11 and 12 of the Collateral Disclosure Letter Perfection Certificate as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 of the IndenturePermitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to 10 of the Collateral Disclosure LetterPerfection Certificate, and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has taken or, has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take take, steps to perfect its the Collateral Agent’s security interest therein as a General Intangible, as indicated Intangible and (iii) all such Pledged Collateral held by a securities intermediary is held in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession one or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreementmore Controlled Securities Accounts.

Pledged Securities and Other Investment Property. Schedule Exhibit “DE” to the Collateral Disclosure Letter sets forth a complete and accurate list as of the Security Agreement Effective Date (or in the case of a subsequent GrantorInstruments, the date of the applicable Security Agreement Supplement) of the Instruments with a face value exceeding $10,000,000 Securities and Equity Interests in Pledge Subsidiaries constituting Collateral and other Investment Property delivered (or to be delivered) to the Notes Collateral Agent pursuant to the terms of the Notes DocumentsAdministrative Agent. Each Grantor is the direct and beneficial owner of each Instrument Instrument, Security and each Equity Interest in Pledge Subsidiaries other type of Investment Property listed in Schedule on Exhibit “DE” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Administrative Agent for the benefit of the Holders of Secured Parties hereunder or as permitted by Section 4.08 of the IndentureObligations hereunder. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has such Instruments, Securities or other types of Investment Property which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such concepts are relevant with respect to such Pledged CollateralInstrument, Security or other type of Investment Property) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in Schedule on Exhibit “DE” to the Collateral Disclosure Letterhereto, and (ii) with respect to any certificates delivered to the Notes Collateral Administrative Agent representing an Equity Interestownership interest in a partnership or limited liability company, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Notes Collateral Administrative Agent so that the Notes Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant Intangible and (iii) to the terms extent required by the Collateral and conditions of Section 2.09 of the Intercreditor AgreementGuarantee Requirement, all such Instruments, Securities and Investment Property held by a securities intermediary are covered by a control agreement among such Grantor, the Bank securities intermediary and the Administrative Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreementwhich the Administrative Agent has Control.

Pledged Securities and Other Investment Property. Schedule As of the Effective Date and as of the date of the most recent update delivered pursuant to Section 4.10 hereof, Exhibit “D” to the Collateral Disclosure Letter sets forth a complete and accurate list of the Pledged Equity Interests, Pledged Debt, Instruments, Securities and other Investment Property constituting Collateral and delivered to the Administrative Agent. 3.8.1 Subject to any transfers or dispositions made in compliance with the Credit Agreement, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens other than Liens permitted pursuant to the Credit Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, any Pledged Equity Interests that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Equity Interests hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 3.8.2 Other than any Necessary Regulatory Approvals, no consent of any Person including any other general or limited partner, any other member of a limited liability, company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any Pledged Equity Interests or the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or the exercise of remedies in respect thereof except such as have been obtained; and 3.8.3 As of the Effective Date and as of the Security Agreement Effective Date (or in the case of a subsequent Grantor, the date of the applicable Security Agreement Supplement) most recent update delivered pursuant to Section 4.10 hereof, except as set forth on Exhibit “D”, all of the Instruments with a face value exceeding $10,000,000 and Pledged Collateral constituting uncertificated Equity Interests in Pledge Subsidiaries constituting Collateral and delivered (is or to be delivered) to the Notes Collateral Agent pursuant to the represents interests that by their terms of the Notes Documents. Each Grantor is the direct and beneficial owner of each Instrument and each Equity Interest in Pledge Subsidiaries listed in Schedule “D” to the Collateral Disclosure Letter as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 4.08 of the Indenture. Each Grantor further represents and warrants provide that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and, in the case of Equity Interests in Pledge Subsidiaries, constitutes the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Schedule “D” to the Collateral Disclosure Letter, and (ii) with respect to any certificates delivered to the Notes Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates they are not Securities, such Grantor has so informed the Notes Collateral Agent so that the Notes Collateral Agent may take steps to perfect its security interest therein as a General Intangible, as indicated in Schedule “D”. Pursuant to the terms and conditions of Section 2.09 of the Intercreditor Agreement, the Bank Agent will hold Collateral in its possession or control as gratuitous bailee for the Notes Collateral Agent solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Security Agreement.