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

Pledged Securities and Other Investment Property. Schedule 4 sets forth a complete and accurate list of Pledged Collateral constituting Collateral and delivered to the Collateral Agent, as updated from time to time in connection with the delivery of each Security Agreement Supplement. Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Schedule 4 hereto 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 Secured Parties hereunder or as permitted under Section 4.1.5 hereof. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, is fully paid and non-assessable and constitutes the percentage of the issued and outstanding shares of stock (or other Capital Stock) of the respective issuers thereof indicated on Schedule 4 hereto and (ii) with respect to any certificates delivered to the Collateral Agent representing Capital Stock, 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 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. Schedule 4 Exhibit “D” sets forth forth, as of the applicable Determination Date, a complete and accurate list of Pledged Collateral the Instruments (other than Intercompany Instruments), Securities and other Investment Property constituting Collateral and delivered to the Collateral Administrative Agent, as updated from time to time in connection with the delivery of each Security Agreement Supplement. Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Schedule 4 hereto in Exhibit “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 Secured Parties hereunder or as permitted under by Section 4.1.5 hereof8.04 of the Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, is are fully paid and non-assessable and constitutes constitute, as of the applicable Determination Date, the percentage of the issued and outstanding shares of stock (or other Capital Stock) of the respective issuers thereof indicated on Schedule 4 in Exhibit “D” hereto and (ii) with respect 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 Administrative Agent pursuant to any certificates delivered which the Administrative Agent has Control to the Collateral Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions extent required by the issuer or otherwise, or, if such certificates are not Securities, 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 IntangibleSection 4.5.