Common use of Pledged Securities, Pledged Shares Clause in Contracts

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by the Debtor of each Subsidiary of the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Lienslaws. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary owned by Debtor. As of Debtorthe date hereof, no shares of capital stock or other equity securities are issued, reserved for issuance or outstanding, and there are no other options, warrants or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued, unauthorized or treasury shares of capital stock of any subsidiary. None of the Pledged Shares is subject to preemptive rights. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D Control Agreement with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensIndebtedness.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by the Debtor of each Subsidiary of the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all QCOS Pledge and Security Agreement stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws Laws, Permitted Liens or Permitted Liensas set forth in any Partnership/Limited Liability Company Agreements. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common Cherokee Pledge and Security Agreement stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is are duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The As of the date hereof, the Pledged Securities Shares securing the Obligations as defined in the Credit Agreement include constitute 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of DebtorSubsidiary. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms terms, or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations. Debtor is the record and beneficial owner of the Pledged Shares and Pledged Securities owned by it free of all Liens, subject to rights, or claims of other Persons other than Permitted Liens, 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, or that requires the issuance or sale of, any such Pledged Shares or Pledged Securities. 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 or desirable in connection with the creation, perfection, or first priority status of the Security Interest in any Pledged Share or any Pledged Securities or the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or the exercise of remedies in respect thereof, other than such as have been obtained and are in full force and effect. None of the Pledged Shares or Pledged Securities are or represent interests in issuers that (a) are registered as investment companies, or (b) are dealt in or traded on securities exchanges or markets.

Pledged Securities, Pledged Shares. All Collateral of such Debtor that is Pledged Shares is (or, in the case of Pledged Shares issued by Persons that are not Affiliates of such Debtor, to the knowledge of such Debtor is) duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Lienswith respect to which any required consent, approval or authorization has been obtained. The Pledged Securities securing the Obligations Annex C contains an accurate description as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity Effective Date of the Equity interests owned by Debtor of each Subsidiary of such Debtor. Such Debtor has good title to the Pledged SecuritiesSecurities of such Debtor, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party the Collateral Agent (or to the Priority Lien Collateral Agent in accordance with the Intercreditor Agreement) (i) all stock certificates, or other instruments or documents representing or evidencing the such Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificateduncertificated and constitute securities for purposes Article 8 of the UCC, or if otherwise required by the Lead Holder or the Collateral Agent, an executed Acknowledgment of Pledge substantially in the form of Annex D with respect to such Pledged Securities. D. The pledge of the Pledged Securities owned by such Debtor in accordance with the terms hereof creates a valid and perfected first second priority security interest in the such Pledged Securities securing payment of the Secured Obligations, subject only to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is ---------------------------------- Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)non- assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests of each Domestic Subsidiary owned by Debtor and 65% of the issued and outstanding common stock or other equity interests of each Foreign Subsidiary of Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or and (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in control and dominion over the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensObligation.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is are duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The As of the Closing Date, the Pledged Securities Shares securing the Obligations as defined in the Credit Agreement include constitute 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of DebtorSubsidiary. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms terms, or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations. Debtor is the record and beneficial owner of the Pledged Shares and Pledged Securities owned by it free of all Liens, subject to rights, or claims of other Persons other than Permitted Liens, 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, or that requires the issuance or sale of, any such Pledged Shares or Pledged Securities. 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 or desirable in connection with the creation, perfection, or first priority status of the Security Interest in any Pledged Share or any Pledged Securities or the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or the exercise of remedies in respect thereof, other than such as have been obtained and are in full force and effect. None of the Pledged Shares or Pledged Securities are or represent interests in issuers that (a) are registered as investment companies, or (b) are dealt in or traded on securities exchanges or markets.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of Debtor. each Debtor owned by such Debtor Each Debtor has good title to the Pledged SecuritiesSecurities owned by such Debtor, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or under the Intercreditor Agreement or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensLiens and the lien priority provisions hereof and of the Intercreditor Agreement.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions KPC Facility Pledge and Security Agreement imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of the Debtor owned by the Debtor. Debtor has good title to the Pledged SecuritiesSecurities owned by Debtor, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or under the Intercreditor Agreement or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensLiens and the lien priority provisions hereof and of the Intercreditor Agreement. For the avoidance of doubt, as of the date of this Security Agreement there are no Pledged Securities.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by the Debtor of each Subsidiary of the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding Bluestem Pipeline Pledge and Security Agreement assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary (other than the Excluded Subsidiaries) of each Multiparty Credit Agreement Pledge & Security Agreement Debtor owned by such Debtor. Each Debtor has good title to the Pledged SecuritiesSecurities owned by such Debtor, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or under the Intercreditor Agreement or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensLiens and the lien priority provisions hereof and of the Intercreditor Agreement.

Pledged Securities, Pledged Shares. All Collateral of such Debtor that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined set forth in the Credit Agreement include 100% applicable Organization Documents. Annex B contains an accurate description as of the issued and outstanding common stock or other equity interests Issue Date of the Equity Interests owned by Debtor of each Subsidiary of such Debtor. Such Debtor has good title to the Pledged SecuritiesSecurities of such Debtor, free and clear of all Liens and encumbrances thereon (except for Liens permitted by clauses (1), (10) and (15) of the Security Interest created hereby or definition of “Permitted Liens” in the Indenture), and has delivered to Secured Party Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Second Lien Collateral Agent or, after the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations, the Collateral Agent, (i) all stock certificates, or other instruments or documents representing or evidencing the such Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms or and (ii) to the extent such Pledged Securities are uncertificateduncertificated and constitute securities for purposes of Article 8 of the UCC, or if otherwise required by the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Second Lien Collateral Agent or, after the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations, the Collateral Agent, an executed Acknowledgment of Pledge substantially in the form of Annex D with respect to such Pledged Securities. C. The pledge of the Pledged Securities owned by such Debtor in accordance with the terms hereof creates a valid and perfected first third-priority security interest Lien on such Collateral, subject only to Liens permitted by clauses (1), (10) and (15) of the definition of “Permitted Liens” in the Indenture and subject in priority only to the Priority Lien and the Second Lien pursuant to the Intercreditor Agreement. In the event an uncertificated Pledged Securities securing payment of the ObligationsSecurity is hereafter certificated, Debtor shall promptly thereafter, subject to Permitted Liensthe Intercreditor Agreement, deliver the certificate with an undated executed irrevocable stock power and such other documents which are or may reasonably be necessary, or as the Collateral Agent may reasonably request at the direction of the holders of a majority in principal amount of the Notes then outstanding, in order to create, evidence, perfect, continue, and preserve the priority of the Security Interest in such Collateral. Debtor shall not permit an uncertificated Pledged Security to constitute a “security” under Article 8 of the UCC unless Debtor has delivered to Collateral Agent a fully executed Acknowledgment of Pledge substantially in the form of Annex C. Collateral Agent agrees that it shall not deliver instructions or make any demand under any Acknowledgment of Pledge unless an Event of Default has occurred and is continuing.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests of each Domestic Subsidiary of the Debtor (and in the case of Foreign Subsidiaries directly owned by Debtor Debtor, constitute 65% of the issued and outstanding common stock or other equity interests of each Subsidiary of DebtorForeign Subsidiary). Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged SecuritiesSecurities (or in the case of Pledged Securities consisting of stock of Foreign Subsidiaries directly owned by Debtor, certificates or other instruments or documents representing or evidencing 65% of such stock), together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is are duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted LiensLaws. The As of the Closing Date, the Pledged Securities Shares securing the Obligations as defined in the Credit Agreement include constitute 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of DebtorSubsidiary. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Lienshereby), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms terms, or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations. Debtor is the record and beneficial owner of the Pledged Shares and Pledged Securities owned by it free of all Liens, subject to rights, or claims of other Persons other than Permitted Liens, 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, or that requires the issuance or sale of, any such Pledged Shares or Pledged Securities. 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 or desirable in connection with the creation, perfection, or first priority status of the Security Interest in any Pledged Share or any Pledged Securities or the exercise by Collateral Agent of the voting or other rights provided for in this Security Agreement or the exercise of remedies in respect thereof, other than such as have been obtained and are in full force and effect. None of the Pledged Shares or Pledged Securities are or represent interests in issuers that (a) are registered as investment companies, or (b) are dealt in or traded on securities exchanges or markets.

Pledged Securities, Pledged Shares. All Collateral of such Debtor that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined set forth in the Credit Agreement include 100% applicable Organization Documents. Annex B contains an accurate description as of the issued and outstanding common stock or other equity interests Issue Date of the Equity Interests owned by Debtor of each Subsidiary of such Debtor. Such Debtor has good title to the Pledged SecuritiesSecurities of such Debtor, free and clear of all Liens and encumbrances thereon (except for Liens permitted by clauses (1), (10) and (15) of the Security Interest created hereby or definition of “Permitted Liens” in the Indenture), and has delivered to Secured Party Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent, (i) all stock certificates, or other instruments or documents representing or evidencing the such Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms or and (ii) to the extent such Pledged Securities are uncertificateduncertificated and constitute securities for purposes of Article 8 of the UCC, or if otherwise required by the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent, an executed Acknowledgment of Pledge substantially in the form of Annex D with respect to such Pledged Securities. C. The pledge of the Pledged Securities owned by such Debtor in accordance with the terms hereof creates a valid and perfected first second-priority security interest Lien on such Collateral, subject only to Liens permitted by clauses (1) and (10) of the definition of “Permitted Liens” in the Indenture and subject in priority only to the Priority Lien pursuant to the Intercreditor Agreement. In the event an uncertificated Pledged Securities securing payment of the ObligationsSecurity is hereafter certificated, Debtor shall promptly thereafter, subject to Permitted Liensthe Intercreditor Agreement, deliver the certificate with an undated executed irrevocable stock power and such other documents which are or may reasonably be necessary, or as the Collateral Agent may reasonably request at the direction of the holders of a majority in principal amount of the Notes then outstanding, in order to create, evidence, perfect, continue, and preserve the priority of the Security Interest in such Collateral. Debtor shall not permit an uncertificated Pledged Security to constitute a “security” under Article 8 of the UCC unless Debtor has delivered to Collateral Agent a fully executed Acknowledgment of Pledge substantially in the form of Annex C. Collateral Agent agrees that it shall not deliver instructions or make any demand under any Acknowledgment of Pledge unless an Event of Default has occurred and is continuing.

Pledged Securities, Pledged Shares. All Collateral of such Debtor that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law)assessable, and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined set forth in the Credit Agreement include 100% applicable organizational documents. Annex C contains an accurate description as of the issued and outstanding common stock or other equity interests Closing Date of the Equity Interests owned by Debtor of each Subsidiary of such Debtor. Such Debtor has good title to the Pledged SecuritiesSecurities of such Debtor, free and clear of all Liens and encumbrances thereon (except for Liens permitted by Section 6.01 of the Security Interest created hereby or Permitted LiensCredit Agreement), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing such Pledged Securities in accordance with Section 5.16 of the Pledged SecuritiesCredit Agreement, together with corresponding assignment or transfer powers duly executed in blank by such Debtor, and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with their terms or (ii) to the extent such Pledged Securities are uncertificateduncertificated and constitute securities for purposes of Article 8 of the UCC, or if otherwise required by the Secured Party, an executed Acknowledgment of Pledge substantially in the form of Annex D with respect to such Pledged Securities. D. The pledge of the Pledged Securities owned by such Debtor in accordance with the terms hereof creates a valid and perfected first priority security interest in the such Pledged Securities securing payment of the Obligations, subject only to Permitted LiensLiens permitted by Section 6.

Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares is duly authorized, validly issued, fully paid, and non-assessable (except to the extent required by applicable Law), and the transfer thereof is not subject to any restrictions, other than restrictions imposed hereunder and by applicable securities and corporate Laws or Permitted Liens. The Pledged Securities securing the Obligations as defined in the Credit Agreement include 100% of the issued and outstanding common stock or other equity interests owned by Debtor of each Subsidiary of the Debtor owned by the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered to Secured Party (i) all stock certificates, or other instruments or documents representing or evidencing the Pledged Securities, together with corresponding assignment or transfer powers duly executed in blank by Debtor, and such powers have been duly and validly executed and are binding and enforceable against Debtor in accordance with their terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law or (ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted LiensLiens and the lien priority provisions hereof. For the avoidance of doubt, as of the date of this Security Agreement, there are no Pledged Securities.