Common use of Pledged Securities and Pledged Debt Clause in Contracts

Pledged Securities and Pledged Debt. Schedule 4.09 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Date. As of the Closing Date, the Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded Assets. As of the Closing Date, such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09. All of the Pledged Securities existing on the Closing Date have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all of the Pledged Debt described on Schedule 4.09 has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor. Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent an updated Schedule 4.09, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 1 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to Grantor, other than the extent such Equity Interests would otherwise constitute Excluded AssetsEquity. As of the Closing Date, such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09. All of the Pledged Securities existing on the Closing Date have been, and to the extent any The Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s 's status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could would not reasonably be expected to result in a Material Adverse Effect. As . (a) To any such Grantor's knowledge, (i) there is no default, breach, violation, or event of the Closing Date, all of the acceleration existing under any Pledged Debt described on Schedule 4.09 and (ii) no event has been duly authorizedoccurred or circumstance exists which, authenticated with the passage of time or issuedthe giving of notice, and delivered and or both, would constitute a default, breach, violation or event of acceleration under any Pledged Debt. No Grantor that is the legalan obligee under any Pledged Debt has waived any default, valid and binding obligation breach, violation or event of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in defaultacceleration under such Pledged Debt. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor as of the date hereof and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. Lender. (b) No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents Documents, certificates and certificates notes representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral AgentLender) which evidence any Pledged Securities or Pledged Debt of such Grantor. . (c) Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of Lender and within 10 days of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) date on which it was acquired or created deliver to the Collateral Agent Lender an updated Schedule 4.091, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or and Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 1 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to Grantor, other than the extent such Equity Interests would otherwise constitute Excluded AssetsEquity. As of the Closing Date, such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09. All of the Pledged Securities existing on the Closing Date have been, and to the extent any The Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s 's status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could would not reasonably be expected to result in a Material Adverse Effect. As . (a) To any such Grantor's knowledge, (i) there is no default, breach, violation, or event of the Closing Date, all of the acceleration existing under any Pledged Debt described on Schedule 4.09 and (ii) no event has been duly authorizedoccurred or circumstance exists which, authenticated with the passage of time or issuedthe giving of notice, and delivered and or both, would constitute a default, breach, violation or event of acceleration under any Pledged Debt. No Grantor that is the legalan obligee under any Pledged Debt has waived any default, valid and binding obligation breach, violation or event of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in defaultacceleration under such Pledged Debt. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor as of the date hereof and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. Lender. (b) No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents Documents, certificates and certificates notes representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral AgentLender) which evidence any Pledged Securities or Pledged Debt of such Grantor. . (c) Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent Lender and promptly (but in any event within five (5) Business Days after receipt thereof) immediately deliver to the Collateral Agent Lender an updated Schedule 4.091, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or and Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded Assets4.09. As of the Closing Date, such Such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09Schedule. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all All of the Pledged Debt described on Schedule 4.09 has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor. Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent an updated Schedule 4.09, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. (a) Schedule 4.09 2 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded AssetsGrantor. As of the Closing Date, such Such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09Schedule. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any material provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all . (b) All of the Pledged Debt described on Schedule 4.09 2 has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, subject to the Intercreditor Agreement, such notes have been delivered to the Collateral Agent. . (c) No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents organizational documents and certificates representing such Pledged Securities or Pledged Debt, if any, that that, subject to the Intercreditor Agreement, have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor. . (d) Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent and and, subject to the Intercreditor Agreement, promptly (but in any event within five (5) ten Business Days after receipt thereof) deliver to the Collateral Agent an updated Schedule 4.092, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 2 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer Subsidiary and other entity owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded AssetsGrantor. As of the Closing Date, such Such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09Schedule. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s 's status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all All of the Pledged Debt described on Schedule 4.09 2 has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor. Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent an updated Schedule 4.092, and the certificates and other documents required under Section Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 C sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer Subsidiary owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded AssetsGrantor. As of the Closing Date, such Such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09. C. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all All of the Pledged Debt described on Schedule 4.09 C has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral AgentPurchaser. No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral AgentPurchaser) which evidence any Pledged Securities or Pledged Debt of such Grantor. Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent Purchaser and promptly (but in any event within five (5) Business Days after receipt thereof) immediately deliver to the Collateral Agent Purchaser an updated Schedule 4.09C, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. Schedule 4.09 II sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded Assets. As of the Closing Date, such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09Grantor. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all All of the Pledged Debt described on Schedule 4.09 II has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral AgentSecured Party. No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral AgentSecured Party) which evidence any Pledged Securities or Pledged Debt of such Grantor. In the case of a limited liability company the membership interests of which are Pledged Securities, neither the certificate of formation nor the limited liability company agreement (sometimes referred to as an operating agreement) precludes as assignee of such Pledged Securities from immediately becoming a member of such limited liability company upon becoming an assignee of such Pledged Securities. Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent Secured Party and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent Secured Party an updated Schedule 4.09II, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.

Pledged Securities and Pledged Debt. (a) Schedule 4.09 2 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt evidenced by promissory notes or instruments held by such Grantor as of the Closing Datedate hereof. As of the Closing Date, the The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity Interests of each issuer owned by such Grantor except as noted in Schedule 4.09 or to the extent such Equity Interests would otherwise constitute Excluded AssetsGrantor. As of the Closing Date, such Such Equity Interests represent all of the outstanding Equity Interests of each such issuer which is a Subsidiary except to the extent such Equity Interests would otherwise constitute Excluded Assets or as otherwise noted in such Schedule 4.09Schedule. All of the Pledged Securities existing on the Closing Date date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any material provisions of any agreement to which such Grantor is a party relating to the Pledged Securities, except any such default or violation that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, all . (b) All of the Pledged Debt described on Schedule 4.09 2 has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and is not in default. Subject to the Intercreditor Agreement, the The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent. . (c) No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any person Person with respect thereto, except as have been expressly disclosed to Collateral Agent, and there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged Debt, if any, that have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor. . (d) Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any personPerson, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) ten Business Days after receipt thereof) deliver to the Collateral Agent an updated Schedule 4.092, and the certificates and other documents required under Section 3.01 and Section 3.02 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby created on such additional Pledged Securities or Pledged Debt.