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

Pledged Securities and Other Investment Property. Exhibit "A" sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agent. The Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "A" as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder and other Permitted Liens. The Grantor further represents and warrants that (i) all 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 the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" hereto and (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a partnership or limited liability company and in which the 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, the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible.

Pledged Securities and Other Investment Property. Exhibit "A" C sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateral and delivered to the Collateral Administrative Agent. The Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "A" C as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Administrative Agent for the benefit of the Lenders Holders of Secured Obligations hereunder and other Permitted Liensor as permitted by Section 6.02 of the Credit Agreement. The Each Grantor 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 and in which the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" hereto and C hereto, (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a limited partnership or limited liability company constitutes a General Intangible and in which the Grantor is granting shall not constitute 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 and (iii) to the extent requested by the issuer or otherwiseAdministrative Agent, orall such Instruments, if Securities and other Investment Property constituting Collateral held by a securities intermediary are covered by a control agreement among such certificates are not SecuritiesGrantor, the Grantor securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General IntangibleControl.

Pledged Securities and Other Investment Property. Exhibit "A" sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agent. The Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "A" as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder and other Permitted Liens. The Each Grantor further represents and warrants that (i) all 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 the 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 Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" hereto and (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a partnership or limited liability company and in which the 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, the such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible.

Pledged Securities and Other Investment Property. Exhibit "A" “G” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Administrative Agent. The applicable Grantor described therein is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on in Exhibit "A" “G” as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Administrative Agent for the benefit of the Lenders Holders of Secured Obligations hereunder and other Permitted Liensor as permitted by Section 6.15 of the Credit Agreement. The Each Grantor 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 and in which the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on in Exhibit "A" “G” hereto and (ii) with respect to any certificates delivered to the Collateral Administrative Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security Agreementcompany, either such certificates are Securities as defined in Article 8 of the New York Arizona UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible.

Pledged Securities and Other Investment Property. Exhibit "A" “D” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateral and delivered to the Collateral Agent. The Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on in Exhibit "A" “D” as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders Secured Parties hereunder or as permitted by Section 6.02 of the Credit Agreement and other Permitted Liensthe comparable provisions of the Note Agreement. The Each Grantor 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 and in which the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on in Exhibit "A" “D” hereto and (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security Agreementcompany, 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, the such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible.

Pledged Securities and Other Investment Property. Exhibit "AE" sets ------------------------------------------------ forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agent. The Grantor Such Debtor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "AE" as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder and other Permitted Lienshereunder. The Grantor Such 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 and in which the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" hereto nonassessable and (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security Agreementcompany, either such certificates are Securities as defined in Article 8 of the New York 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, the Grantor such Debtor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible.

Pledged Securities and Other Investment Property. Exhibit "A" D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agentowned by each Debtor. The Grantor Each Debtor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "A" D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Administrative Agent for the benefit of the Lenders hereunder and other Permitted LiensLiens permitted by Section 4.1.6. The Grantor 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 and in which the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" hereto and (ii) with respect to any certificates delivered to the Collateral Administrative Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security Agreementcompany, 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, the Grantor such Debtor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible. With respect to ownership interests in its Subsidiaries, the Borrower represents and warrants that the Collateral constitutes (i) 100% of the issued and outstanding shares or other equity interests, as applicable, in all of the Borrower’s Domestic Subsidiaries, and (ii) 65% of the issued and outstanding shares or other equity interests, as applicable, in all of the Borrower’s Foreign Subsidiaries.

Pledged Securities and Other Investment Property. Exhibit "A" D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agentconstituting Collateral. The Grantor Each Guarantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on in Exhibit "A" D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder and other Permitted Liens. The Grantor Each Guarantor further represents and warrants that (i) all 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 the Grantor is granting a security interest pursuant to this Security Agreement have Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Security or other type of Investment PropertyPledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interestsEquity Interests) of the respective issuers thereof indicated on in Exhibit "A" hereto and D hereto, (ii) with respect to any certificates delivered to the Collateral Administrative Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security AgreementEquity Interest, 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, the Grantor such Guarantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General IntangibleIntangible and (iii) subject to Section 9.20, all such Pledged Collateral held by a securities intermediary is held in one or more Controlled Securities Accounts (other than in the case of Excluded Accounts).

Pledged Securities and Other Investment Property. Exhibit "A" D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Collateral Agentconstituting Collateral, including all Certificates of Indebtedness. The Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on in Exhibit "A" D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit Liens permitted by Section 6.02 of the Lenders hereunder and other Permitted LiensCredit Agreement. The Each Grantor further represents and warrants that (i) all 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 the Grantor is granting a security interest pursuant to this Security Agreement have Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Security or other type of Investment PropertyPledged Collateral) duly authorized and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interestsEquity Interests) of the respective issuers thereof indicated on in Exhibit "A" hereto and D, (ii) with respect to any certificates delivered to the Collateral Administrative Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security AgreementEquity Interest, 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, the such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General IntangibleIntangible and (iii) all such Pledged Collateral held by a securities intermediary is held in one or more Controlled Securities Accounts.

Pledged Securities and Other Investment Property. Exhibit "A" “D” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property representing Equity Interests in the Pledge Subsidiaries delivered to the Collateral AgentAdministrative Agent in accordance with Section 4.4 hereof. The Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit "A" “D” as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Administrative Agent for the benefit of the Lenders Holders of Secured Obligations hereunder and other Permitted Liensor as permitted by Section 6.02 of the Credit Agreement. The Each Grantor further represents and warrants that (i) all 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 the Grantor is granting a security interest pursuant to this Security Agreement have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit "A" “D” hereto and (ii) with respect to any certificates delivered to the Collateral Administrative Agent representing an ownership interest in a partnership or limited liability company and in which the Grantor is granting a security interest pursuant to this Security Agreementcompany, 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, the such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible.