Common use of The Grantors' Representations and Warranties Clause in Contracts

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) is incorporated in the jurisdiction disclosed on Schedule 1-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, except for Permitted Liens. (f) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C constitute (i) all of the shares of capital stock of any person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C. (g) No authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (ai) Such Grantor (iGrantor's exact legal name, as defined in Section 9-503(a) of the UCC, is incorporated in the jurisdiction disclosed correctly set forth on Schedule 13-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, hereto; (ii) the locations listed on the Schedule 3-A constitute all locations at which Collateral owned by such Grantor is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and located; (iii) has the organizational identification number disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 13-A.D; (iv) such Grantor has exclusive possession and control of the Collateral owned by such Grantor and (v) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 3-B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 13-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 13-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral owned by such Grantor free and clear of all Liens Liens, claims, options or rights of others except for the security interest created under this Agreement and for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the such Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the such Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, such Collateral (except for any Permitted Liens). (d) Such Grantor will maintain all Deposit Accounts only with the Agent or with banks (the "Pledged Account Banks") that have agreed, in a record authenticated by the Grantor, the Agent and the Pledged Account Banks, to (i) comply with instructions originated by the Agent directing the disposition of funds in the Deposit Accounts without the further consent of the Grantor and (ii) waive or subordinate in favor of the Agent all claims of the Pledged Account Banks (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Deposit Accounts, which authenticated record shall be substantially in the form of Exhibit C hereto, or shall otherwise be in form and substance satisfactory to the Agent (the "Account Control Agreement"). (e) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, or any lessor or warehouseman of any premises or warehouse upon or in which equipment and inventory is located is required for the pledge by such Grantor of the Collateral owned by such Grantor other than consents required under the agreements described in the Schedule of Exceptions to the Purchase Agreement. (f) Except as set forth on Schedule 1-C, the The Pledged Securities described on Schedule 13-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 13-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 13-C.C attached hereto. The Pledged Partnership Interests described on Schedule 3-C attached hereto constitute all of the partnerships or joint ventures other than Regulated Entities in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 3-C attached hereto. The Pledged Limited Liability Company Interests described on Schedule 3-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 3-C attached hereto. (g) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any third party (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generallygenerally or (C) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security), except for the filing of financing and continuation statements under the UCC, which financing statements have been delivered to the Agent in proper form for filing, the agreements granting security interests in the Copyrights, Marks and Patents granted hereunder in the U.S. Patent and Trademark Office and the U.S. Copyright Office, which agreements have been delivered to the Agent in proper form for filing and the actions described in Section 3 with respect to Pledged Securities, which actions have been taken and are in full force and effect. (h) Except as otherwise provided in this Agreement, all filings and other actions (A) necessary to obtain control of Collateral as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and Section 16 of UETA or (B) necessary to perfect the security interest in the Collateral of such Grantor created under this Agreement have been duly made or taken, and this Agreement creates in favor of the Agent for the benefit of the Investors and itself, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral of such Grantor, securing the payment of the obligations under and in respect of the Operative Documents.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) is incorporated in The locations listed on the jurisdiction disclosed on Schedule 1-A and neither 2 constitute all locations at which Collateral owned by such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, is located; (ii) the chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is qualified to do business in located at the jurisdictions disclosed address set forth for such Grantor on Schedule 1-A, 3; and (iii) such Grantor has exclusive possession and control of the organizational identification number disclosed on Schedule 1-A.Collateral owned by such Grantor. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. 4. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.4. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted LiensLiens and restrictions imposed by the FCC Rules. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, Collateral (except for any Permitted Liens). (fd) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C 1 attached hereto constitute (i) all of the shares of capital stock of any person Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C1 attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1 attached hereto. Except as set forth in Schedule 1-C., the Pledged Partnership Interests described on Schedule 1 attached hereto constitute all of the partnerships or joint ventures in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1 attached hereto. Except as set forth in Schedule 1, the Pledged Limited Liability Company Interests described on Schedule 1 attached hereto constitute all of the Limited Liability Company Interests of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 1 attached hereto. (ge) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or or, subject to approvals described in Section 13(j)(ii) hereof, performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent Bank of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except (1) as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally, and (2) as may be required by the FCC Rules and the Comunications Act.

The Grantors' Representations and Warranties. Each Grantor Grantor, as appropriate, represents and warrants as follows: (a) Such Grantor (i) The Company is incorporated in the State of Delaware and each Subsidiary Grantor is organized in the jurisdiction disclosed on Schedule 1-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A.. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A the signature page hereof and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the sole power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, except for Permitted Liens. (e) Each Grantor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Grantor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of such Grantor and no further action is required by such Grantor. This Agreement has been duly executed by each Grantor. This Agreement constitutes the legal, valid and binding obligation of each Grantor, enforceable against each Grantor in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity. (f) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C 1 constitute (i) all of the shares of capital stock of any person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C, and there is no other only class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.thereof. (g) No consent of any third party and no authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are filing a financing statement in full force and effect and listed on Schedule 2the Grantor’s state of organization) is required (A) for the pledge of the Collateral or the grant grant, creation and perfection of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally. (h) No written claim has been received that any Collateral or any Grantor's use of any Collateral violates the rights of any third party. There has been no adverse decision to any Grantor's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Grantor's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Grantor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (i) This Agreement creates in favor of the Purchasers a valid security interest in the Collateral, subject only to Permitted Liens securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected. (j) The execution, delivery and performance of this Agreement by the Grantors does not (i) violate any of the provisions of any Organizational Documents of any Grantor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Grantor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Grantor's debt or otherwise) or other understanding to which any Grantor is a party or by which any property or asset of any Grantor is bound or affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Grantor) necessary for any Grantor to enter into and perform its obligations hereunder have been obtained.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) The locations listed on the Schedule 1-A constitute all locations at which Collateral owned by such Grantor is incorporated in located; (ii) the jurisdiction disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 1-A and neither F; (iii) such Grantor nor any corporate predecessor has, during has exclusive possession and control of the preceding five years, been incorporated in any other jurisdiction, except as disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts listed on Schedule 1-AB and, (ii) is qualified to do business in the jurisdictions disclosed except as indicated on Schedule 1-AB, and (iii) no individual Deposit Account has the organizational identification number disclosed on Schedule 1-A.a balance in excess of $10,000. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. G. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.G. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted LiensLiens and restrictions imposed by the FCC Rules. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, Collateral (except for any Permitted Liens). (fd) Except as set forth on Schedule 1-CE, the Pledged Securities described on Schedule 1-C E attached hereto constitute (i) all of the shares of capital stock of any person Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-CE attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.E attached hereto. Except as set forth in Schedule 1-E, the Pledged Partnership Interests described on Schedule 1-E attached hereto constitute all of the partnerships or joint ventures in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-E attached hereto. Except as set forth in Schedule 1-E, the Pledged Limited Liability Company Interests described on Schedule 1-E attached hereto constitute all of the Limited Liability Company Interests of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 1-E attached hereto. (ge) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or or, subject to approvals described in Section 13(j)(ii) hereof, performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent Lender of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except (1) as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally, and (2) as may be required by the FCC Rules and the Comunications Act.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) is incorporated in The locations listed on the jurisdiction disclosed on Schedule SCHEDULE 1-A and neither constitute all locations at which Collateral owned by such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, is located; (ii) the chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is qualified to do business in located at the jurisdictions disclosed address set forth for such Grantor on Schedule SCHEDULE 1-A, and D; (iii) such Grantor has exclusive possession and control of the organizational identification number disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule SCHEDULE 1-A.B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule SCHEDULE 1-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule SCHEDULE 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral owned by such Grantor free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the such Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the such Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, such Collateral (except for any Permitted Liens). (fd) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral owned by such Grantor other than consents required under the agreements described in the Disclosure Schedule. (e) Except as set forth on Schedule SCHEDULE 1-C, the Pledged Securities described on Schedule SCHEDULE 1-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule SCHEDULE 1-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule SCHEDULE 1-C.C attached hereto. Except as set forth in SCHEDULE 1-C, the Pledged Partnership Interests described on SCHEDULE 1-C attached hereto constitute all of the partnerships or joint ventures other than Regulated Entities in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such SCHEDULE 1-C attached hereto. Except as set forth in SCHEDULE 1-C, the Pledged Limited Liability Company Interests described on SCHEDULE 1-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on SCHEDULE 1-C attached hereto. (gf) No authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally. (g) XXX.xxx Communications, LLC is a Regulated Entity.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) The locations listed on the Schedule 1-A constitute all locations at which Collateral owned by such Grantor is incorporated in located; (ii) the jurisdiction disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 1-A and neither D; (iii) such Grantor nor any corporate predecessor has, during has exclusive possession and control of the preceding five years, been incorporated in any other jurisdiction, except as disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A.B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, Collateral (except for any Permitted Liens). (fd) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral other than consents required under the agreements described in the Disclosure Schedule. (e) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C attached hereto. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C attached hereto constitute all of the partnerships or joint ventures other than Regulated Entities in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C attached hereto. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 1-C attached hereto. (gf) No authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent Secured Party of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally. (g) DSL.net Communications, LLC, DSL.net Communications VA, Inc., and DXX.xxx Communications Puerto Xxxx, Xnc. are each a Regulated Entitx.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (ai) Such Grantor (iGrantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is incorporated in the jurisdiction disclosed correctly set forth on Schedule 13-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, hereto; (ii) the locations listed on the Schedule 3-A constitute all locations at which Collateral owned by such Grantor is qualified to do business in located; (iii) the jurisdictions disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 13-AD; (iv) such Grantor has exclusive possession and control of the Collateral owned by such Grantor and (v) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 3-B, and (iiivi) such Grantor has no registered Patents or Copyrights or pending Patent or Copyright applications with the organizational identification number disclosed on Schedule 1-A.US Office of Patents and Trademarks or the US office of Copyrights. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 13-A. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral owned by such Grantor free and clear of all Liens Liens, claims, options or rights of others except for the security interest created under this Agreement and for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the such Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the such Collateral pursuant to this the Agreement creates a valid security interest in such Collateral (subject to any Permitted Liens), and upon the timely filing of UCC-1 financing statements in the jurisdictions listed in Schedule 3-A attached hereto, the execution and delivery of control agreement with the banks listed on Schedule 3-B attached hereto, and the Agents taking possession of and/or making all necessary filings to perfect a security interest in any portion of the collateral for which perfection may not be obtained by the filing of UCC-1 financing statements and/or the execution and delivery of control agreements, such security interest will be a first priority security interest in the Collateral, (except for Permitted Liens). (d) Subject to the prior rights of Laurus, Grantor will within 30 days following the Closing Date negotiate and execute with the banks identified on Schedule 3-B attached hereto standard account control agreements in favor of the Agent over Grantor’s depository accounts with such banks. (e) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, or any lessor or warehouseman of any premises or warehouse upon or in which equipment and inventory is located is required for the pledge by such Grantor of the Collateral owned by such Grantor. (f) Except as set forth on Schedule 1-C, the The Pledged Securities described on Schedule 13-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 13-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 13-C.C attached hereto. The Pledged Limited Liability Company Interests described on Schedule 3-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 3-C attached hereto. (g) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any third party (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generallygenerally or (C) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security interest (except for Permitted Liens), except for the filing of financing and continuation statements under the UCC, which financing statements have been delivered to the Agent in proper form for filing, the agreements granting security interests in the Marks granted hereunder in the U.S. Patent and Trade Mxxx Office, which agreements have been delivered to the Agent in proper form for filing and the actions described in Section 3 with respect to Pledged Securities.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) The locations listed on the Schedule 1-A constitute all locations at which Collateral owned by such Grantor is incorporated in located; (ii) the jurisdiction disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 1-A and neither D; (iii) such Grantor nor any corporate predecessor has, during has exclusive possession and control of the preceding five years, been incorporated in any other jurisdiction, except as disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A.B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, except for Permitted Liens. (fd) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral other than consents required under the agreements described in the Disclosure Schedule. (e) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C constitute (i) all of the shares of capital stock of any person Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C constitute all of the partnerships or joint ventures in which each Grantor has an interest, and such Grantor’s percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the Limited Liability Company Interests of each Grantor and such Grantor’s percentage interest in each such Pledged Entity is as set forth on Schedule 1-C attached hereto. Unless specified otherwise on Schedule 1-C, each of the Pledged Partnership Interests and Pledged Limited Liability Company Interests described on Schedule 1-C are uncertificated securities. (gf) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Entity (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent Lender of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally, provided, however, that notwithstanding anything contained herein to the contrary, the representations and warranties contained in this Section 8(f) are not made with respect to any Equity Security in any Foreign Subsidiary.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) is incorporated in the jurisdiction disclosed on Schedule 1-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A. (c) Such Grantor (i) has Collateral only at the locations listed on Schedule 1-A; (ii) has exclusive possession and control of the Collateral owned by such Grantor, except for each location indicated on Schedule 1-A where Collateral is possessed by a lessee, consignee, warehouseman or other third party; and (iii) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor.A. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, except for Permitted Liens. (f) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interests or any member in a limited liability company with respect to which such Grantor has pledged its interests in the Pledged Limited Liability Company Interests, is required for the pledge by such Grantor of the Pledged Collateral or the grant of security interest by such Grantor in the Collateral. (g) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C constitute (i) all of the shares of capital stock of any person Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C constitute all of the partnerships or joint ventures in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the limited liability company interests of each Grantor and such Grantor's percentage interest in each such issuer is as set forth on Schedule 1-C attached hereto. Unless specified otherwise on Schedule 1-C, each of the Pledged Partnership Interests and Pledged Limited Liability Company Interests described on Schedule 1-C are uncertificated securities. (gh) None of the Grantors holds any Commercial Tort Claim as of the date of this Agreement, except as indicated on Schedule 1-A. (i) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) The locations listed on the Schedule 1-A constitute all locations at which Collateral owned by such Grantor is incorporated in located; (ii) the jurisdiction disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 1-A and neither D; (iii) such Grantor nor any corporate predecessor has, during has exclusive possession and control of the preceding five years, been incorporated in any other jurisdiction, except as disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A.B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral owned by such Grantor free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the such Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the such Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, such Collateral (except for any Permitted Liens). (fd) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral owned by such Grantor other than consents required under the agreements described in the Disclosure Schedule. (e) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C attached hereto. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C attached hereto constitute all of the partnerships or joint ventures other than Regulated Entities in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C attached hereto. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 1-C attached hereto. (gf) No authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally. (g) XXX.xxx Communications, LLC is a Regulated Entity.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) The locations listed on the Schedule 1-A constitute all locations at which Collateral owned by such Grantor is incorporated in located; (ii) the jurisdiction disclosed chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral, is located at the address set forth for such Grantor on Schedule 1-A and neither D; (iii) such Grantor nor any corporate predecessor has, during has exclusive possession and control of the preceding five years, been incorporated in any other jurisdiction, except as disclosed Collateral owned by such Grantor and (iv) such Grantor has only the Deposit Accounts and Investment Accounts listed on Schedule 1-A, (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A.B. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. E. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A.E. (c) Such Grantor (i) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral owned by such Grantor free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the such Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant pledge of security interest in the such Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, such Collateral (except for any Permitted Liens). (fd) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral owned by such Grantor other than consents required under the agreements described in the Disclosure Schedule. (e) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C attached hereto constitute (i) all of the shares of capital stock of any person Person, other than a Regulated Entity, owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-CC attached hereto, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C attached hereto. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C attached hereto constitute all of the partnerships or joint ventures other than Regulated Entities in which each Grantor has an interest, and such Grantor's percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C attached hereto. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the Limited Liability Company Interests other than in, of or with respect to Regulated Entities of each Grantor and such Grantor's percentage interest in each such Pledged Entity is as set forth on Schedule 1-C attached hereto. (gf) No authorization, approval or other action by, and no notice to or filing with, any governmental authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally. (g) DSL.net Communications, LLC is a Regulated Entity.

The Grantors' Representations and Warranties. Each Grantor represents and warrants as follows: (a) Such Grantor (i) is incorporated in the jurisdiction disclosed on Schedule 1-A and neither such Grantor nor any corporate predecessor has, during the preceding five years, been incorporated in any other jurisdiction, except as disclosed on Schedule 1-A, and (ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and (iii) has the organizational identification number disclosed on Schedule 1-A. (b) Such Grantor currently conducts business only under its own name and the trade names listed on Schedule 1-A. Neither such Grantor nor any corporate predecessor has, during the preceding five years, been known as or used any other corporate or fictitious name, except the names disclosed on Schedule 1-A. (c) Such Grantor (i) has Collateral in the United States with an aggregate value in excess of $1,000,000 only at the locations listed on Schedule 1-A; (ii) has exclusive possession and control of such Collateral owned by such Grantor, except for each location indicated on Schedule 1-A where such Collateral is possessed by a lessee, consignee, warehouseman or other third party; and (iii) maintains its chief executive office, where such Grantor keeps its records concerning the Collateral, at the address set forth for such Grantor on Schedule 1-A and (ii) has exclusive possession and control of the Collateral owned by such Grantor.A. (d) Such Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule 1-B. (e) Such Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Permitted Liens. Such Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform under this Agreement. The grant of security interest in the Collateral pursuant to this Agreement creates a valid first priority security interest in the Collateral, except for Permitted Liens. (f) No consent of any Person, including, without limitation, any partner in a partnership with respect to which such Grantor has pledged its interests as a Pledged Partnership Interests or any member in a limited liability company with respect to which such Grantor has pledged its interests in the Pledged Limited Liability Company Interests, is required for the pledge by such Grantor of the Pledged Collateral or the grant of security interest by such Grantor in the Collateral. (g) Except as set forth on Schedule 1-C, the Pledged Securities described on Schedule 1-C constitute (i) all of the shares of capital stock of any person Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule 1-C, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule 1-C.C. Except as set forth in Schedule 1-C, the Pledged Partnership Interests described on Schedule 1-C constitute all of the partnerships or joint ventures in which each Grantor has an interest, and such Grantor’s percentage interest in each such partnership or joint venture is as set forth on such Schedule 1-C. Except as set forth in Schedule 1-C, the Pledged Limited Liability Company Interests described on Schedule 1-C attached hereto constitute all of the limited liability company interests of each Grantor and such Grantor’s percentage interest in each such issuer is as set forth on Schedule 1-C attached hereto. Unless specified otherwise on Schedule 1-C, each of the Pledged Partnership Interests and Pledged Limited Liability Company Interests described on Schedule 1-C are uncertificated securities. (gh) None of the Grantors holds any Commercial Tort Claim individually in excess of $100,000 as of the date of this Agreement, except as indicated on Schedule 1-A. (i) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect and listed on Schedule 2effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by any of the Grantors hereby or for the execution, delivery or performance of this Agreement by any of the Grantors, or (B) for the exercise by the Collateral Agent of the voting rights in the Pledged Securities Securities, the Pledged Partnership Interest or the Pledged Limited Liability Company Interests or of any other rights or remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally.