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

Pledged Securities and Other Investment Property. Exhibit D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateral. Each Guarantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in Exhibit D as being owned by it, free and clear of any Liens, except Permitted Liens. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit D hereto, (ii) with respect to any certificates delivered to the 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 Guarantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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 D “D” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateralrepresenting Equity Interests in the Pledge Subsidiaries delivered to the Administrative Agent in accordance with Section 4.4 hereof. Each Guarantor Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in on Exhibit D “D” as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Administrative Agent for the benefit of the Holders of Secured Obligations hereunder or as permitted by Section 6.02 of the Credit Agreement. Each Guarantor 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 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in on Exhibit D hereto, “D” hereto and (ii) with respect to any certificates delivered to the 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 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 Guarantor Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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)Intangible.

Pledged Securities and Other Investment Property. Exhibit D “G” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateraldelivered to the Administrative Agent. Each Guarantor The applicable Grantor described therein is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in Exhibit D “G” as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Administrative Agent for the benefit of the Holders of Secured Obligations hereunder or as permitted by Section 6.15 of the Credit Agreement. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in Exhibit D hereto, “G” hereto and (ii) with respect to any certificates delivered to the 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 Arizona UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Guarantor Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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)Intangible.

Pledged Securities and Other Investment Property. Exhibit D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateralowned by each Debtor. Each Guarantor Debtor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in on Exhibit D as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and Liens permitted by Section 4.1.6. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit D hereto, (ii) with respect to any certificates delivered to the 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 Guarantor Debtor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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 (iiiii) subject to Section 9.2065% of the issued and outstanding shares or other equity interests, as applicable, in all such Pledged Collateral held by a securities intermediary is held in one or more Controlled Securities Accounts (other than in of the case of Excluded Accounts)Borrower’s Foreign Subsidiaries.

Pledged Securities and Other Investment Property. Exhibit D “D” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateraldelivered to the Administrative Agent. Each Guarantor Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in on Exhibit D “D” as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Administrative Agent for the benefit of the Holders of Secured Obligations hereunder or as permitted by Section 6.02 of any Credit Agreement. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in on Exhibit D hereto, “D” hereto and (ii) with respect to any certificates delivered to the 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 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 Guarantor Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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)Intangible.

Pledged Securities and Other Investment Property. Exhibit D sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateral, including all Certificates of Indebtedness. Each Guarantor Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in Exhibit D as being owned by it, free and clear of any Liens, except Permitted Liensfor Liens permitted by Section 6.02 of the Credit Agreement. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit D heretoD, (ii) with respect to any certificates delivered to the 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 Guarantor Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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 D "E" sets ------------------------------------------------ forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting Collateraldelivered to the Agent. Each Guarantor Such Debtor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in on Exhibit D "E" as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Agent for the benefit of the Lenders hereunder. Each Guarantor Such 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 nonassessable and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit D hereto, (ii) with respect to any certificates delivered to the 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 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 Guarantor Debtor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible 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)Intangible.

Pledged Securities and Other Investment Property. Exhibit D “D” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property constituting CollateralCollateral and delivered to the Collateral Agent. Each Guarantor Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in Exhibit D “D” as being owned by it, free and clear of any Liens, except Permitted Liensfor the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder or as permitted by Section 6.02 of the Credit Agreement and the comparable provisions of the Note Agreement. Each Guarantor 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 constitute the percentage of the issued and outstanding shares of stock (or other Equity Interestsequity interests) of the respective issuers thereof indicated in Exhibit D hereto, “D” hereto and (ii) with respect to any certificates delivered to the Administrative 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 of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Guarantor Grantor has so informed the Administrative Collateral Agent so that the Administrative Collateral Agent may take steps to perfect its security interest therein as a General Intangible 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)Intangible.