Common use of Securities Collateral Clause in Contracts

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been duly authorized and validly issued and is, in the case of stock, fully paid and non-assessable (subject to the general assessability of shares of a ULC); and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 6(a) annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC)assessable; and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth on Schedule 7 6(b) annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, whether considered at law or equity); there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 6(a) annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof; and Schedule 7 6(b) annexed hereto sets forth all of the Pledged Debt owned by such Grantor.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC)nonassessable; and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has been duly authorized authorized, authenticated or issued, and delivered and is the legally valid and binding obligation of the issuers thereof and is not in default; except as set forth on Schedule 6 there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof, on the date hereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such GrantorGrantor in existence on the date hereof.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 4 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC); and extent such concepts are applicable in the case jurisdictions of all other organization of the issuer of such Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements ; as of any naturethe date hereof, all of the Pledged Subsidiary Debt set forth on Schedule 7 5 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability); except as otherwise permitted under the Loan Documents, there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 4 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each GrantorGrantor as of the date hereof (other than Equity Interests in Non-Material Foreign Subsidiaries), and the percentage ownership in each issuer thereof; and Schedule 7 5 annexed hereto sets forth all of the Pledged Debt evidenced by a promissory note valued in excess of $1,250,000 individually or $5,000,000 in the aggregate that is owned by such GrantorGrantor as of the date hereof.

Securities Collateral. All of the Pledged Subsidiary Equity of such Grantor set forth on Schedule 6 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC)assessable; and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has been (or, in the case of Pledged Debt issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor has been) duly authorized authorized, authenticated, issued and is delivered and are the legally legal, valid and binding obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and and, in the case of Pledged Subsidiary Equity, the percentage ownership in each issuer thereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been is duly authorized and validly issued and isand, except as set forth in the case of stockSchedule 6 annexed hereto, is fully paid and non-assessable (subject to nonassessable; as of the general assessability of shares of a ULC); and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any natureClosing Date, all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof, in each case, as of the Closing Date or, in the case of an Additional Grantor, the date of the applicable Counterpart; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor as of the Closing Date or, in the case of an Additional Grantor, the date of the applicable Counterpart.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 annexed hereto has been is duly authorized and validly issued and isand, except as set forth in the case of stockSchedule 6 annexed hereto, is fully paid and non-assessable (subject to nonassessable; as of the general assessability of shares of a ULC); and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any natureSigning Date, all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof, in each case, as of the Signing Date or, in the case of an Additional Grantor, the date of the applicable Counterpart; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor as of the Signing Date or, in the case of an Additional Grantor, the date of the applicable Counterpart.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 4 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC); and extent such concepts are applicable in the case jurisdictions of all other organization of the issuer of such Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements ; as of any naturethe Issue Date, all of the Pledged Subsidiary Debt set forth on Schedule 7 5 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability); except as otherwise permitted under the Notes Documents, there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 4 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each GrantorGrantor as of the Issue Date (other than Equity Interests in Non-Material Foreign Subsidiaries), and the percentage ownership in each issuer thereof; and Schedule 7 5 annexed hereto sets forth all of the Pledged Debt evidenced by a promissory note valued in excess of $1,250,000 individually or $5,000,000 in the aggregate that is owned by such GrantorGrantor as of the Issue Date.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule SCHEDULE 6 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC)assessable; and in the case of all other Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements of any nature, all of the Pledged Subsidiary Debt set forth on Schedule SCHEDULE 7 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule SCHEDULE 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) Interests and all other the Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof, on the date hereof; and Schedule SCHEDULE 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantorin existence on the date hereof.

Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule 6 4 annexed hereto has been duly authorized and validly issued and is, in the case of stock, is fully paid and non-assessable (subject to the general assessability of shares of a ULC); and extent such concepts are applicable in the case jurisdictions of all other organization of the issuer of such Pledged Subsidiary Equity, subject to no assessments, capital calls or additional payment requirements ; as of any naturethe date hereof, all of the Pledged Subsidiary Debt set forth on Schedule 7 5 annexed hereto has been duly authorized and is the legally valid and binding obligation of the issuers thereof and is not in default(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability); except as otherwise permitted under the Loan Documents, there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 4 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each GrantorGrantor as of the date hereof (other than Equity Interests in Immaterial Subsidiaries), and the percentage ownership in each issuer thereof; and Schedule 7 5 annexed hereto sets forth all of the Pledged Debt evidenced by a promissory note valued in excess of $1,250,000 individually or $5,000,000 in the aggregate that is owned by such GrantorGrantor as of the date hereof.