Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessableassessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockcapital stock, either such certificates are Securities as defined in Article 8 Section 1 of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General an Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) 3.10.1 Exhibit G “E” sets forth a complete and accurate list of all Pledged Collateral the Instruments, Securities and other Investment Property owned by such GrantorGrantor as of the Closing Date but shall not include any Excluded Assets (“Pledged Collateral”). Such Each Grantor is the direct, sole direct and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G “E” as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)4.1.4 hereof. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has have been (to the extent such concepts are relevant with respect to such Pledged CollateralCapital Stock) duly authorized, and validly issued, are fully paid and non-assessableassessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the case of limited liability companies and partnerships, are not represented by a certificate and have not provided that they securities governed by Article 8 of the UCC, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such GrantorSecurities Account Control Agreement, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Collateral Agent, all Pledged Collateral which represents Indebtedness representing indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is not in default thereunderthereunder and (v) with respect to Securities constituting Collateral that are uncertificated (other than uncertificated Securities credited to a Securities Account) owned by any Grantor, such Grantor has caused the issuer thereof either to (A) register the Collateral Agent as the registered owner of such security or (B) agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, without further consent of such Grantor.

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such GrantorGrantor as of the Closing Date. Such As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral Securities listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Capital Stock Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non-assessable, ; (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital StockEquity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, ; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G Schedule 5 of the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule 5 of the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor The Grantors further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantorthe applicable Grantors, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Grantors has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list as of the Closing Date of all Pledged Collateral which constitutes Equity Interests owned by such Grantor or which represents Indebtedness owed to such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the such Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Note Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Note Collateral Agent so that the Collateral Agent it may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Note Collateral Agent pursuant to which the Note Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Note Collateral Agent, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (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) is not in default thereunder.

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for any Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Securities Account Control Agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 Chapter 8.1 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G D, as such exhibit may be amended with the consent of the Required Holder(s), not to be unreasonably withheld or delayed, sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)(i) with respect to the Bluestem SPV Stock only, the security interest of the SPV Collateral Agent and (ii) with respect to all Pledged Collateral (including the Bluestem SPV Stock) the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and except for the liens granted pursuant to the First Lien Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 9 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAgreement.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby (except any Equity Interests in respect of which a Grantor owns less than 10% of the Equity Interests of the issuer of such GrantorEquity Interests). Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) it shall have used commercially reasonable efforts to ensure that all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22) sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-non- assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit As of the date hereof, EXHIBIT G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit EXHIBIT G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and (except in the case of Pledged ULC Shares) non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness having an individual fair market value in excess of $1,000,000 owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, to such Grantor's knowledge as of the date hereof, such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the First Amendment Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent or its bailee for perfection representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent and/or its bailee for perfection may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Securities Account Control Agreement pursuant to which the Collateral Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Administrative Agent, all Pledged Collateral which represents representing Indebtedness owed to such Grantor and delivered to the Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in default thereunder.

Pledged Collateral. (a) Exhibit G B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by such the Grantor. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G B as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Holder hereunder. Such The Grantor further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it constituting Capital Stock has have been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Holder representing any the Pledged Collateral constituting Capital StockCollateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Holder so that the Collateral Agent Holder may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) except to the extent otherwise permitted by the Holder, all such Pledged Collateral held by a securities intermediary in a Securities Account is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAgreement.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorObligor. Such Grantor Obligor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)any Permitted Liens. Such Grantor Obligor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor Obligor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such Pledged Collateral held by a securities intermediary or commodity intermediary is covered by a control agreement among such GrantorObligor, the securities intermediary or commodity intermediary, as applicable, and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G As of the Closing Date, each of Schedule 9 and Schedule 10 to the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Collateral required to be disclosed on such Schedules by Sections 9 and 10 of the Perfection Certificate owned by such Grantor. Such As of the Closing Date, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G in Schedule 9 or Schedule 10 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder, the security interest granted to the U.S. ABL Administrative Agent and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) it has used its commercially reasonable efforts to ensure that all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the most recent Exhibit Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessableassessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), (ii) with respect to any certificates delivered to the Term Loan Collateral Agent or the Collateral Agent representing any Pledged Collateral constituting Capital Stockcapital stock, either such certificates are Securities as defined in Article 8 Section 1 of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General an Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit EXHIBIT G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit EXHIBIT G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for itself and for the benefit of the other Agents and the Lenders hereunder and Permitted Encumbrances referred to in paragraphs (a) or (e) of the definition thereof. Such The Grantor further represents and warrants with respect to its Pledged Collateral that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) except to the extent otherwise permitted pursuant to Section 9.15 of the Credit Agreement, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. The Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (a) Exhibit G sets forth as defined in the Collateral Agreement), a complete legal, valid and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of enforceable security interest in the Pledged Collateral listed on Exhibit G as being owned by it, free defined and clear of any Liensidentified therein, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and the Collateral Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such concepts are relevant with respect collateral, in each case prior and superior in right to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, any other Lien (iia) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities collateral that is a “security” (as such term is defined in Article 8 of the UCC as UCC) and is evidenced by a result of actions by the issuer or otherwisecertificate, or, if when such certificates are not Securities, such Grantor has so informed collateral is delivered to the Collateral Agent so with duly executed stock powers with respect thereto, (b) with respect to any such collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent may take steps to perfect its security interest therein as a General Intangibleover such interests in accordance with the provision of Section 8-106 of the UCC, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantoror any successor provision, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (ivc) all Pledged Collateral which represents Indebtedness owed with respect to any such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer collateral that is not a “security” (as such term is defined in default thereunderthe UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Control Agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G Schedule I hereto sets forth a complete and accurate list list, as of the Issue Date, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such As of the Issue Date, each Grantor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule I as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Liens permitted under Section 4.1(e)4.12 of the Indenture. Such Each Grantor further represents and warrants that that, as of the Issue Date, (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, assessable and (ii) with respect to any certificates representing the best of its knowledge, any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G H sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G H as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control Agreement and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth forth, as of the date hereof, a complete and accurate list of all of the Pledged Collateral owned constituting Indebtedness owing to a Grantor of, or Equity Interests held by a Grantor in, any Grantor’s Subsidiaries. As of the Effective Grant Date, such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F (as such Exhibit may be updated pursuant to Schedule 5.11) as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest of a Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, or, alternatively, evidence Equity Interests in a Foreign Subsidiary of such Grantor, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness of a Subsidiary owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control Agreement and (iv) from and after the date that is thirty (30) days after the Effective Date, all Pledged Collateral which represents Indebtedness Debt owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such IndebtednessDebt, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) On the date hereof, Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the date hereof. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement (other than Pledged Collateral contained in Excluded Accounts) among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and except for the liens granted pursuant to the First Lien Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by of such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it of such Grantor constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are is fully paid and non-non assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest owned by such Grantor, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral of such Grantor that is held by a securities intermediary is covered by a control agreement among such Grantor, the such securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer issuer, and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the date hereof. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Securities Account Control Agreement pursuant to which the Collateral Administrative Agent has Control (other than Excluded Accounts) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, and is the legal, valid and binding obligation of such issuer issuer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and such issuer is not subject to general principles of equity, regardless of whether considered in default thereundera proceeding in equity or at law.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Control Agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens the security interest granted to the Lender for the benefit of the Secured Parties hereunder or any permitted Lien under Section 4.1(e)any Security Instrument. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary intermediary, subject to the limitations herein and the other Security Instruments is covered by a control agreement among such Grantor, the securities intermediary Securities Account Control Agreement and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to Agent for the benefit of Lenders hereunder. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-non assessable, (ii) with respect to any certificates delivered to Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.. Fortress/XX Xxxxxxxxxx XX Holdings, LLC/XX Xxxxxxxxxx XX, LLC Pledge and Security Agreement

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole sale holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are issued and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest in a limited partnership or limited liability company, either such certificates are represent Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are do not represent Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, Intangible (iii) all such Pledged Collateral that is held by a securities intermediary intermediary, to the extent required by the Indenture, is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) as of the date hereof and to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list list, as of the date hereof, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such As of the date hereof, each Grantor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent, for the benefit of the Secured Parties, hereunder and Liens permitted under Section 4.1(e)7.01 of the Credit Agreement. Such Each Grantor further represents and warrants that that, as of the date hereof, (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or its non-fiduciary agent or designee) representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor Grantors has so informed the Collateral Agent so that the Collateral Agent (or its non-fiduciary agent or designee) may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such to the best of its knowledge, any Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and except for any Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 for the purposes of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General an Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control Agreement and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor (other than any Pledged Collateral held in a Securities Account). Such As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G in Schedule 2 as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, ; (ii) with respect to any certificates representing any all Pledged Collateral constituting Capital Stock, either credited to a Securities Account maintained with a Securities Intermediary of such certificates are Securities as defined in Article 8 of the UCC as a result of actions Grantor (if any) is subject to an Investment Property Control Agreement (if requested by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed Collateral Agent) between the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary Securities Intermediary and the Collateral Agent pursuant to as the result of which the Collateral Agent has Control over such Pledged Collateral; (iii) as of the date hereof and (iv) to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the a legal, valid and binding obligation of such issuer and such issuer is not in default thereunder; and (iv) none of the Pledged Collateral that is an interest in a partnership or a limited liability company and is subject to the STA: (A) is dealt in or traded on any securities exchange or in any securities market; (B) expressly provides by its terms that it is a “security” for the purposes of the STA or any other similar provincial legislation; or (C) is held in a Securities Account.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent requested by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent an Account Control Agreement pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has has, to such Grantor’s knowledge, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and Liens permitted under Section 4.1(e). Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer issuer, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing, and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the Effective Date, Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and as permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions extent reasonably requested by the issuer or otherwiseAdministrative Agent after the occurrence of an Event of Default that is continuing, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control Control, provided, however, that no such control agreement shall be required in respect of any Excluded Account or for the 90-day period (or such longer period as agreed by the Administrative Agent in its sole discretion) after the Effective Date and (iviii) to the knowledge of the applicable Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer (subject to debtor relief and bankruptcy laws and to general principles of equity) and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock Pledged Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Securities Account Control Agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) to the best of such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the date hereof, Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lender Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The applicable Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, to the knowledge of the Grantors, such issuer is not in material default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, to such Grantor’s knowledge, such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Equity Interest constituting Pledged Collateral owned by and, to extent such GrantorPledged Collateral has an individual value in excess of $1,000,000, all other Pledged Collateral. Such Each Grantor is the direct, direct and sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder or as permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are fully paid and non-assessableassessable and constitute the percentage of the issued and outstanding shares of stock (or other Equity Interests) of the respective issuers thereof indicated in Exhibit F, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) to the extent requested by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and except for any Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control Agreement and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Lender hereunder and other Liens permitted under by Section 4.1(e)) hereof. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorGrantor as of the Closing Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent required by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, as of the Closing Date, such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent requested by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G D, as updated from time to time, sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The applicable Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, to the knowledge of the Grantors, such issuer is not in material default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent), either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that and the Collateral Agent may take Grantor has taken steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Control Agreement among such Grantor, the securities intermediary and the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) pursuant to which the Administrative Agent or Collateral Agent Agent, as the case may be, has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has has, to such Grantor’s knowledge, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Closing Date. Such Except as otherwise indicated on Exhibit F, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Revolving Facility Agent under Section 4.1(e)the Revolving Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary is covered by a control agreement among such Grantor, the securities intermediary Securities Intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) to the best of such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-non assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the date hereof, Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such the Grantor. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Canadian Lender Parties hereunder. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens (other than Permitted Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or the First Priority Representative as defined in the Silverview Intercreditor Agreement) representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Grantor The Borrower is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor The Borrower further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor the Borrower has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantorthe Borrower, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Borrower has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the most recent Exhibit Effective Date, Exhibit G sets forth a complete and accurate list of all Pledged Stock, and to the extent (x) the same do not constitute Permitted Investments or Settlement Notes and have a value in excess of $5,000,000 individually or $10,000,000 in the aggregate and (y) the same constitute Settlement Notes and have an outstanding principal amount in excess of $1,000,000 individually or $10,000,000 in the aggregate, all other Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest in any Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either except as disclosed by the Borrower to the Administrative Agent, such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary (other than in connection with any Securities Account that is an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control Control, and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has has, to such Grantor’s actual knowledge, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Closing Date. Such Except as otherwise indicated on Exhibit F, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Term Facility Agent under Section 4.1(e)the Term Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary is covered by a control agreement among such Grantor, the securities intermediary Securities Intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) to the best of such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control Control, except as otherwise permitted under the Credit Agreement, and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the ClosingThird Amendment Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities. Such As of the ClosingThird Amendment Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non-assessable, assessable and (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G Schedule “F” hereto sets forth a complete and accurate list list, as of the date hereof, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such Grantor As of the date hereof, the Debtor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G in Schedule “F” as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent, for the benefit of the Secured Parties, hereunder and Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Grantor The Debtor further represents and warrants that that, as of the date hereof, (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or its non-fiduciary agent or designee) representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor the Debtor has so informed the Collateral Agent so that the Collateral Agent (or its non-fiduciary agent or designee) may take steps to perfect its security interest therein as a General Intangible, an Intangible and (iii) all such to the best of its knowledge, any Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such Grantor the Debtor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Lender hereunder and other Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the date of this Agreement, Exhibit G sets forth a complete and accurate list in all material respects of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent hereunder and Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and other Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral listed on Exhibit F owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has has, to the knowledge of such Grantor, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all All Pledged Collateral owned by such Grantor, other than Pledged Collateral held by a securities intermediary, is set forth completely and accurately on Schedules 6 and 7 to the Perfection Certificate. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedules 6 and 7 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lender Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) to such Grantor’s knowledge, all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all to such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) Grantors’ knowledge all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has has, to such Grantor’s knowledge, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G Schedule 5 to the Perfection Certificate sets forth a complete and accurate list of all of the Equity Interests in each Restricted Subsidiary and all of the Equity Interests in each other Person (which schedule specifies which Certificated Securities and certificates representing Equity Interests are being excluded from the delivery requirements of Section 4.3 due to the Equity Interests in such Person not exceeding $10,000,000) constituting Pledged Collateral owned by such Grantor(other than publicly traded stock) and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule 5 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessablenon‑assessable, and (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)(i) with respect to the Fingerhut SPV Stock only, the security interest of the SPV Collateral Agent and (ii) with respect to all Pledged Collateral (including the Fingerhut SPV Stock) the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.

Pledged Collateral. (a) Exhibit G – List of Pledged Collateral, Securities and Other Investment Property sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Grantor The Debtor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G – List of Pledged Collateral, Securities and Other Investment Property as being owned by itthe Debtor, free and clear of any Liens, except for the security interest granted to the Secured Party, for the benefit of the holders of the Bonds, hereunder and other Liens permitted under Section 4.1(e). Such Grantor The Debtor further represents and warrants that that: (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Secured Party representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may Debtor shall take steps to perfect its the Secured Party’s security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantorthe Debtor, the securities intermediary and the Collateral Agent Secured Party pursuant to which the Collateral Agent Secured Party has Control Control, and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Debtor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the applicable Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets Schedules 9 and 10 to the Perfection Certificate set forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor(other than Instruments with an outstanding amount of less than $250,000). Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedules 9 and 10 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of itself and the other Secured Parties hereunder. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) if requested by the Administrative Agent, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) with respect to all Pledged Collateral which represents Indebtedness owed to any Grantor, (a) such Grantor Pledged Collateral has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer issuer; and (b) such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all of the Pledged Collateral (other than securities held in a Securities Account) owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest in a Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessablenon‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor[reserved], the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by a Subsidiary has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) As of the Effective Date, Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such , and such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)any Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, as such Grantor has so informed the Collateral Agent so that Administrative Agent, the Collateral Agent may take steps to perfect its Administrative Agent’s security interest therein is perfected as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control Control, and (iv) to such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) As of the date hereof, Exhibit G B sets forth a complete and accurate list of all Pledged Collateral owned held by the Grantor; provided that, (i) with respect to equity interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit B sets forth all such Grantorequity interests; (ii) with respect to equity interests issued by a non-Subsidiary, Exhibit B sets forth all such equity interests with an individual value in excess of $5,000,000; (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit B sets forth all such Instruments with an individual value in excess of $5,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit B sets forth all such Securities with an individual value in excess of $5,000,000. Such As of the date hereof, the Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G B as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non-assessable, and (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such the Grantor by any Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate (in all material respects) list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, for the benefit of the Secured Parties hereunder, and any Liens permitted under Section 4.1(e)6.2 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest of a Subsidiary of a Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is will be covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control within the time period set forth in this Security Agreement and (iv) to such Grantor’s knowledge all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor and not held by a Securities Intermediary. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged CollateralCollateral and, if the issuer of such Pledged Collateral is not controlled by such Grantor, this representation is made to the best of such Grantor’s knowledge) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital StockEquity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Control Agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness debt or similar obligations owed to such Grantor has has, to the knowledge of such Grantor (1) been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessdebt or similar obligation, and (2), is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G Schedule 1 hereto sets forth a complete and accurate list list, as of the Issue Date, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such As of the Issue Date, each Grantor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule 1 as being owned by it, free and clear of any Liens, except for the security interest granted to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Liens permitted under Section 4.1(e)4.12 of the Indenture. Such Each Grantor further represents and warrants that that, as of the Issue Date, (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, assessable and (ii) with respect to any certificates representing the best of its knowledge, any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Grantor The Borrower is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor The Borrower further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor the Borrower has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered iscovered by a control agreement among such Grantorthe Borrower, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Borrower has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate (in all material respects) list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent, for the benefit of the Secured Parties hereunder, and any Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest of a Subsidiary of a Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is will be covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control within the time period set forth in this Security Agreement and (iv) to such Grantor’s knowledge all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list list, as of the date hereof, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such As of the date hereof, each Grantor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1(e)6.02 of the Credit Agreement. Such Each Grantor further represents and warrants that that, as of the date hereof, (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or its non-fiduciary agent or designee) representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such to the best of its knowledge, any Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit Schedule G to the Disclosure Letter sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantoras of the Closing Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit Schedule G to the Disclosure Letter as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article Division 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent requested by Lender pursuant to Section 4.14, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.

Pledged Collateral. (a) Exhibit G H sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G H as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Secured Party for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Secured Party representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Secured Party so that the Collateral Agent Secured Party may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control Agreement and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 Chapter 8.1 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the applicable Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the US Administrative Agent for the benefit of the Lenders hereunder. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the US Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral US Administrative Agent so that the Collateral US Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral US Administrative Agent pursuant to which the Collateral US Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.