Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock Collateral, to the extent consistent with the Credit Agreement or the Guarantee, as applicable; provided, however, that, except in connection with transactions permitted under Section 9.09 or Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor has been duly Grantor, or (ii) dividends and validly issued, and is fully other distributions paid and non-assessable, subject or payable in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, cash in the case respect of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case connection with a partial or total liquidation or dissolution of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such additional Person. At the request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities Agent in the form received (with any necessary endorsements or “Blue Sky” laws, (d) instruments of assignment or transfer). Following the Pledged Stock pledged by such Grantor constitute all occurrence and during the continuance of the issued and outstanding shares an Event of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of Default any such Issuer that do not constitute Pledged Stock hereunder, (e) any distributions and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents payments with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to the any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Stock pledged Collateral held by such Grantor, (i) and to the best knowledge exercise all rights of such Grantorconversion, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsexchange, (ii) to the best knowledge of such Grantor party subscription or any other rights, privileges or options pertaining thereto, there exists as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no material violation or material default under duty to exercise any such Pledged Collateral Agreement by of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Each Grantor that is a Pledgor hereby grants to the Collateral Agent, for the ratable benefit of the Pledged Stock held by such Grantor has been duly and validly issuedSecured First Lien Parties, and is fully paid and non-assessable, subject a security interest in all of the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued Pledgor now owned or at any time hereafter acquired by such Pledgor, wherever located and whether now or herafter existing or arising, and any Proceeds thereof, except as provided in Section 2.03. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Company due to the fact that a Subsidiary security interest in such Affiliate’s Equity Interests has been granted hereunder as security for the payment or performance, as the case may be, of any Additional Secured First Lien Obligations (the “Rule 3-16 Additional Secured First Lien Obligations”), then, solely to the extent securing such GrantorRule 3-16 Additional Secured First Lien Obligations, there are no restrictions the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall be deemed not to secure, or to constitute “Collateral” with respect to, such Rule 3-16 Additional Secured First Lien Obligations, in any event solely to the extent necessary and only for so long as required to cause the Company and its Affiliates to not be subject to such requirement. In such event, this Agreement may be amended or modified by the Company and the Collateral Agent, without the consent of any Additional Secured First Lien Party, to the extent necessary to release the Lien granted hereunder in favor of the Collateral Agent on the transferability of such Pledged Rule 3-16 Excluded Collateral or such additional Pledged Collateral to the Administrative Agent or solely with respect to the foreclosureRule 3-16 Additional Secured First Lien Obligations. In the event that Rule 3-16 is amended, transfer modified or disposition thereof interpreted by the Administrative AgentSEC to permit (or is replaced with another rule or regulation, except as provided under applicable securities or “Blue Sky” lawsany other law, (drule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Pledged Stock pledged by such Grantor constitute all Additional Secured First Lien Obligations in excess of the issued and outstanding shares amount then pledged without the filing with the SEC (or any other Governmental Authority) of Capital Stock separate financial statements for such Affiliate of each Issuer owned by the Company, then the Equity Interest of such Grantor (except Affiliate will automatically be deemed to be a part of the Collateral for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate the relevant Additional Secured First Lien Obligations to the voting or giving of written consents with respect to any of the Pledged Stock pledged extent otherwise required by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral this Agreement.

Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list, as of the date hereof, of all of the Pledged Collateral and, with respect to any Pledged Collateral constituting any Capital Stock, the percentage of the total issued and outstanding Capital Stock held of the issuer represented thereby. As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Exhibit F as being owned by such it, free and clear of any Liens, except for the Security Interest and Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the date hereof, (i) all Pledged Collateral constituting any Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) representing any Capital Stock, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such Grantor have been disclosed certificates are not Securities, such Grantors has so informed the Term Collateral Agent or the Notes Collateral Agent so that the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees), as applicable, may take steps to the Administrative Agent, perfect its security interest therein as a General Intangible and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (iiii) to the best knowledge of its knowledge, any Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (ai) All the Secured Party shall have the right to receive any Proceeds of the Pledged Stock held by such Grantor has been duly Collateral and validly issued, and is fully paid and non-assessable, subject make application thereof to the Secured Obligations in the case of Pledged Stock constituting partnership interests order provided in Section 6(h) and (ii) the Secured Party or limited liability company membership interests its nominee may exercise any voting, consent, corporate and other right pertaining to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, as if the legal record and beneficial Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (ci) in Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the case Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of Pledged Stock of a Subsidiary of such Grantor or the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of such Grantor constituting Instruments issued by a Subsidiary any action (including any transfer of such Grantor, there are no restrictions any Pledged Collateral on the transferability record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or such additional any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Administrative Agent Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate directly to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Party.

Pledged Collateral. Schedule IV 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 Schedule IV as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (a) All of the all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and and, to the extent applicable, is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (b) if it is a limited partnership or a limited liability company, the membership or partnership interests of such Grantor is or, in are not certificated and the case documents relating to such membership or partnership interests do not expressly state that such interests are governed by Article 8 of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, UCC; (c) such Grantor (i) has the power and authority to pledge the Pledged Collateral in the case manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and the Lien created by this Agreement or the other Security Documents), however arising, of Pledged Stock all Persons whomsoever; (d) by virtue of a Subsidiary of the execution and delivery by such Grantor or Pledged Collateral of this Agreement, and (i) the delivery by such Grantor constituting Instruments issued by a Subsidiary to the Collateral Agent, for the benefit of such Grantorthe Secured Parties, there are no restrictions on of the transferability of stock certificates or other certificates or documents representing or evidencing such Pledged Collateral accompanied by stock powers or endorsements, as applicable, executed in blank in accordance with the terms of this Agreement or (ii) the filing of a Financing Statement if such additional Pledged Collateral to is a partnership interest in a limited partnership or membership interest in a limited liability company, the Administrative Collateral Agent will obtain a valid and perfected Lien upon, and security interest in, such Pledged Collateral as security for the payment and performance of the Secured Obligations; and (e) no consent of any Person including any general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with respect to the foreclosurecreation, transfer perfection or disposition thereof first priority status of the security interest of the Collateral Agent in any Pledged Collateral or the exercise by the Administrative AgentCollateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof, in each case except as provided under applicable securities or “Blue Sky” lawshave been obtained. Except as set forth in Schedule IV, (d) the Pledged Stock pledged by such Grantor constitute all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer which constitute Pledged Collateral owned by such Grantor it (except for as otherwise provided in the definition of Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. While an Event of Default exists, upon notice by Secured Party to the relevant Grantor or Grantors, (ai) All Secured Party shall have the right to receive any Proceeds of the Pledged Stock held by such Grantor has been duly Collateral and validly issued, and is fully paid and non-assessable, subject make application thereof to the Secured Obligations in the case order provided in Section 8.03 of Pledged Stock constituting partnership interests the Credit Agreement and (ii) Secured Party or limited liability company membership interests its nominee may exercise any voting, consent, corporate and other right pertaining to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, as if Secured Party were the legal record and beneficial absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (ci) in each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such orders and instruments as Secured Party may from time to time request and (ii) without limiting the case of Pledged Stock of a Subsidiary of immediately preceding clause (i), such Grantor or hereby grants to Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of such Grantor constituting Instruments issued by a Subsidiary any action (including any transfer of such Grantor, there are no restrictions any Pledged Collateral on the transferability record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or such additional any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the Administrative Agent terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (y) upon receipt of written notice stating that an Event of Default has occurred and is continuing under and as defined in the Credit Agreement and directing such payment directly to Secured Party, pay any payment with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate directly to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Party.

Pledged Collateral. (a) All As of the date hereof, Exhibit G sets forth a complete and accurate list of all material Pledged Collateral, including all stock and other ownership interests in the Loan Parties that constitute Pledged Collateral. As of the date hereof, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such 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 as permitted by Section 4.1(e). Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC (and in the PPSA) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) if such certificates are not Securities, the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor Grantors have been disclosed to so informed the Administrative Agent, and (f) Agent so that the Administrative Agent may take steps to perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoa General Intangible, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented all Pledged Collateral (unless subject to a material departure from prior Lien permitted by Section 4.1(e)) held by a securities intermediary is covered by a control agreement among such Grantor, the terms securities intermediary and provisions the Administrative Agent pursuant to which the Administrative Agent has Control. Notwithstanding anything to the contrary contained herein, prior to the occurrence and continuation of an Event of Default, (A) the Administrative Agent will not perfect upon stock of third parties held by any Grantor or notes receivable held by any Grantor and (B) the Grantors will have the ability to dispose of any such Pledged Collateral Agreementstock and notes receivable without the requirement of consent from the Administrative Agent, provided that in the event that cash dominion is triggered pursuant to Section 7.3(c), all proceeds of any such sale or disposition shall be deposited into the Administrative Agent’s Collection Account.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer Subsidiary owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt 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 Grantor as of the Closing Date, including without limitation a list of (i) all the issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Equity Interests maintained in a securities account identified on Schedule 3.03 of the Perfection Certificate delivered on the Closing Date), and an indication of whether such Equity Interests are certificated and (ii) the percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Foreign Facility Secured Parties 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 Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the foreclosureEquity Interests owned by Foreign Obligors, transfer or disposition thereof as defined in any other Applicable Law, as applicable) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitute has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all of such Pledged Collateral held by a Securities Intermediary (other than in an Excluded Account) is covered by a control or blocked account agreement among such Grantor, the issued Securities Intermediary and outstanding shares of Capital Stock of each Issuer owned by the Agent pursuant to which the Agent has Control; provided that no such control or blocked account agreements shall be required prior to the applicable Control Agreement Deadline or if, with respect to a Foreign Domiciled Obligor, such requirement is contrary to the Agreed Security Principles and (iv) all Pledged Collateral which represents Debt owed to such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents solely with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged issued by such a Person other than a wholly owned Subsidiary of a Grantor, (i) to the best knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorDebt, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within twenty (d20) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement, and (iv) no Pledged Collateral Agreement will be breached or violated as a result of entering into any stock pledge or share pledge.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. While an Event of Default exists, upon notice by the Secured Party to the relevant Grantor or Grantors, (ai) All the Secured Party shall have the right to receive any Proceeds of the Pledged Stock held by such Grantor has been duly Collateral and validly issued, and is fully paid and non-assessable, subject make application thereof to the Secured Obligations in the case order provided in Section 10.4. of Pledged Stock constituting partnership interests the Credit Agreement and (ii) the Secured Party or limited liability company membership interests its nominee may exercise any voting, consent, corporate and other right pertaining to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, as if the legal record and beneficial Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (ci) in each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the case of Pledged Stock of a Subsidiary of Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), such Grantor or hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of such Grantor constituting Instruments issued by a Subsidiary any action (including any transfer of such Grantor, there are no restrictions any Pledged Collateral on the transferability record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or such additional any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from the Administrative Agent Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate directly to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Party.

Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, (a) All at Agent’s election and upon notice to the applicable Borrower, Agent may vote any or all Equity Interests (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to do so); (b) Agent may demand, xxx for, collect or make any compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Stock held Collateral, for Cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Borrower is entitled to exercise such Grantor has rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been duly made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral by Agent during the continuation of an Event of Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of the Equity Interests contemplated to be sold, to execute and validly issueddeliver, and is fully paid cause the directors and non-assessableofficers of such issuer to execute and deliver, subject in the case of Pledged Stock constituting partnership interests all at such Borrower’s expense, all such instruments and documents, and to do or limited liability company membership interests cause to future assessments required under applicable law be done all such other acts and any applicable partnership or operating agreement, (b) such Grantor is things as may be necessary or, in the case reasonable opinion of any Agent, advisable to exempt such additional Pledged Collateral will beEquity Interests from registration under the provisions of applicable laws, the legal record and beneficial owner thereofto make all amendments to such instruments and documents which, (c) in the case opinion of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under are necessary or advisable, all in conformity with the requirements of applicable securities or “Blue Sky” laws, (d) laws and the Pledged Stock pledged by such Grantor constitute all rules and regulations of the issued Securities and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party Exchange Commission applicable thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Collateral. The Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereofof the Pledged Collateral listed on Exhibit F as being owned by the Grantor, free and clear of any Liens, except for the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) with respect to any certificates delivered to Agent representing Equity 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, the Grantor has so informed the Agent so that the Agent may take steps to perfect the security interest therein as a General Intangible, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or all Pledged Collateral of such Grantor constituting Instruments issued held by a Subsidiary of such securities intermediary is covered by a Control Agreement among the Grantor, the securities intermediary and Agent on behalf of the Secured Parties, or otherwise held under terms, pursuant to which the Agent has Control, (iii) none of the Pledged Collateral owned by the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iv) there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral, and (v) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any governmental authority or any other Person is required for the transferability pledge by the Grantor of such Pledged Collateral pursuant to this Security Agreement or such additional for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementgenerally.

Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within five (d5) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.

Pledged Collateral. (a) All Except as set forth on Schedule 2, all of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral 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 with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. 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 C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law assessable and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate represents indebtedness owed to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have by any other Grantor or Subsidiary thereof has been disclosed to duly authorized, authenticated or issued and delivered by the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof Indebtedness and is in full force the legal, valid and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged 1 Subject to review of Schedule 3 Exhibit A Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) Annexed hereto as Schedule 10 is a correct and complete list as of the date hereof, of all the Pledged Securities hereunder showing, as to each, the entity whose stock or other Equity Interests are being pledged, the Pledgor of such stock or other Equity Interests, the stock certificate number (as applicable) and the number of shares or amount of the capital stock or other Equity Interests being pledged hereunder. Each Pledgor (i) is the legal and beneficial owner of, and has sole right, title and interest to, the Pledged Securities owned by such Pledgor, free and clear of all Liens, security interests or other encumbrances whatsoever, except the security interests created by this Security Agreement and the other Fundamental Documents, and the Liens in connection with the Existing Credit Agreement and (ii) has sole right and power to pledge, and grant the security interest in, and Lien upon, such Pledged Securities pursuant to this Security Agreement without the consent of any Person or Governmental Authority whatsoever other than any such consent which shall have been obtained on or before the Effective Date. (b) All of the Pledged Stock held by such Grantor has been Securities are duly and authorized, validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, . (c) in Except for contractual restrictions disclosed on Schedule 10 and restrictions created herein or under applicable securities laws and the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorregulations promulgated thereunder, there are no restrictions on the transferability transfer of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed Securities. Except for restrictions under applicable securities laws and the regulations promulgated thereunder, there are no restrictions on the transfer of any of the Pledged Securities which would limit the ability of the Collateral Agent to foreclose upon and dispose of any of the Administrative AgentPledged Securities upon the occurrence of an Event of Default. (d) Except as set forth on Schedule 10, there are no warrants, options, conversion or similar rights currently outstanding with respect to, and (f) as no agreements to each such Pledged Collateral Agreement relating to purchase or otherwise acquire, any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Stock pledged by such Grantor, (i) to Securities; and there are no securities or obligations of any kind convertible into any shares of the best knowledge capital stock or other Equity Interests of such Grantor, such any issuer of any of the Pledged Collateral Agreement contains Securities. ARTICLE IV COVENANTS From the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge date of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretothis Security Agreement, and (iii) such thereafter until this Security Agreement is terminated, each Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementagrees that: 4.1.

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged 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 Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for 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 Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests ; (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Collateral Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the foreclosureEquity Interests owned by Foreign Domiciled Grantors, transfer or disposition thereof as defined in any other Applicable Law, as applicable) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitute 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 of such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the issued securities intermediary and outstanding shares of Capital Stock of each Issuer owned the ABL Collateral Agent pursuant to which the ABL Collateral Agent has 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 (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents solely with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged issued by such a Person other than a wholly owned Subsidiary of a Grantor, (i) to the best knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable domestic or foreign securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All So long as no Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Term B-1 Lenders’ rights, remedies or interest in any of the Pledged Stock held by Loan Documents. The First Lien Collateral Agent shall execute and deliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such Grantor has been duly proxies, powers of attorney, dividend and validly issuedother orders, and is fully all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the [Signature Page to First Lien BrandCo Guarantee and Security Agreement] Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and non-assessablebe continuing, subject in whether or not the case First Lien Secured Parties or any of Pledged Stock constituting partnership interests them exercise any available right to declare any First Lien Obligations due and payable or limited liability company membership interests seek or pursue any other relief or remedy available to future assessments required them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such First Lien Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the First Lien Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the BrandCo Intercreditor Agreement. Subject to the BrandCo Intercreditor Agreement, if the First Lien Collateral Agent shall so request in writing at the direction of the Required Term B-1 Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the First Lien Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any applicable partnership such dividend or operating agreementdistribution theretofore paid to the First Lien Collateral Agent shall, upon request of the Subsidiary Guarantors (bexcept to the extent theretofore applied to the First Lien Obligations), be returned by the First Lien Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the First Lien Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor is orSubsidiary Guarantor, and such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby or as set forth in the case of BrandCo Intercreditor Agreement, pay any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor dividend or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or other payment with respect to the foreclosure, transfer or disposition thereof by Pledged Shares directly to the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) First Lien Collateral Agent for the Pledged Stock pledged by such Grantor constitute all benefit of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementFirst Lien Secured Parties.

Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, (a) All at Agent’s election and upon notice to the applicable Borrower, Agent may vote any or all Equity Interests (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to do so); (b) Agent may demand, sxx for, collect or make any compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Stock held Collateral, for Cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Borrower is entitled to exercise such Grantor has rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been duly made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral by Agent during the continuation of an Event of Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of the Equity Interests contemplated to be sold, to execute and validly issueddeliver, and is fully paid cause the directors and non-assessableofficers of such issuer to execute and deliver, subject in the case of Pledged Stock constituting partnership interests all at such Borrower’s expense, all such instruments and documents, and to do or limited liability company membership interests cause to future assessments required under applicable law be done all such other acts and any applicable partnership or operating agreement, (b) such Grantor is things as may be necessary or, in the case reasonable opinion of any Agent, advisable to exempt such additional Pledged Collateral will beEquity Interests from registration under the provisions of applicable laws, the legal record and beneficial owner thereofto make all amendments to such instruments and documents which, (c) in the case opinion of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under are necessary or advisable, all in conformity with the requirements of applicable securities or “Blue Sky” laws, (d) laws and the Pledged Stock pledged by such Grantor constitute all rules and regulations of the issued Securities and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party Exchange Commission applicable thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All As of each Exhibit Effective Date, Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. As of each Exhibit 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 the security interest granted to the Administrative 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 an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent, except Agent so that the Administrative Agent may take steps to perfect its security interest therein as provided under applicable securities or “Blue Sky” lawsa General Intangible, (diii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement among such Grantor, the Pledged Stock pledged by such Grantor constitute all of securities intermediary and the issued Administrative Agent pursuant to which the Administrative Agent has Control and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (eiv) any and all Pledged Collateral Agreements which affect represents Indebtedness owed to such Grantor has been duly authorized, authenticated or relate 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; provided, however, that it is hereby acknowledged and agreed that no Securities Account Control Agreement will be required to the voting or giving of written consents be executed with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecurities Account.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and (in the case of any Pledged Stock issued by a United States corporation or a corporation organized under the laws of Canada or a Province of Canada) is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, agreement (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable UCC, PPSA, securities or “Blue Sky” lawslaws or similar laws under any jurisdiction outside the United States, (d) the Pledged Stock pledged by such Grantor on the date hereof constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)) listed on Schedule 2 hereof, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All As of the date hereof, the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. As of the date hereof, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in the Perfection Certificate as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder, nonconsensual Liens permitted under Section 6.02 of the Term Loan Credit Agreement and nonconsensual Liens permitted under Section 6.02 of the ABL Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent (or its bailee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent (or its bailee) may take steps to the Administrative Agent, and (f) perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantora General Intangible, (iiii) to the best knowledge extent required by Section 4.05, it shall have used its commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Collateral Agent (or its bailee) pursuant to which the Collateral Agent (or its bailee) has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All As of the date hereof and as of the last Update Date, Exhibits E and F set forth complete and accurate lists of all Pledged Collateral owned by such Grantor. Such Grantor is , as of the date hereof or as of the last Update Date, as applicable, the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibits E and F as being owned by it, free and clear of any Liens, except for (i) the security interest granted to the Administrative Agent for the benefit of itself, the Canadian Administrative Agent and the Canadian Lenders hereunder, (ii) the security interest granted to the Term Loan Agent for the benefit of the Term Loan Lenders pursuant to the Term Loan Security Documents, and (iii) Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest (other than Equity Interests of any Excluded Subsidiary) has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and, apart from Pledged ULC Shares, non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest (or until the Term Loan Obligation Payment Date, to the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral), either such certificates are Securities as defined in the PPSA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all such Pledged Collateral held by a securities intermediary (other than Collateral consisting of Investment Property held in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issued, and is fully paid and non-assessable, subject in delivered by the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary issuer of such Grantor or Pledged Collateral Indebtedness, to the knowledge of the Grantors, is a legal, valid and binding obligation of such Grantor constituting Instruments issued by 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 Subsidiary of such Grantorproceeding in equity or at law) and, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantordate hereof, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and issuer is not in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCollateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged _________________________________________ 1 Subject to review of Schedule 3 Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Schedule I hereto sets forth a complete and accurate list, as of the Closing Date, of all of the Pledged Stock held Collateral (other than the Intercompany Note) and, 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. As of the Closing Date, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Schedule I as being owned by such 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 Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the Closing Date, (i) all Pledged Collateral constituting an Equity Interest issued by a Grantor or a wholly owned Subsidiary of a Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and (if applicable) non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent (or its non- fiduciary agent or designee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent (or its non- fiduciary agent or designee) may take steps to the Administrative Agent, and (f) perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoa General Intangible, and (iii) such to the best of its knowledge, any Pledged Collateral that represents Indebtedness owed to 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, subject to applicable Debtor Relief Laws and general principles of equity, and such issuer is not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementin default thereunder.

Pledged Collateral. (a) All of Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, all certificates and Instruments representing or evidencing any Pledged Stock held by such Grantor has been duly and validly issuedCollateral (including Additional Pledged Collateral) which, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests Debt Instruments is in the face amount of at least $1,000,000, whether now existing or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementhereafter acquired, (b) such Grantor is in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the case form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agents, provided, that any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Debt Instruments issued by a Subsidiary of such Grantor, there are no restrictions existing on the transferability of such Pledged Collateral or such additional Pledged Collateral Closing Date that represent indebtedness payable by one Grantor to another Grantor shall be delivered to the Administrative Agent or with respect to within 30 days after the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentClosing Date, and (fii) as to each such maintain all other Pledged Collateral Agreement relating constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Administrative Agent as agent for the Secured Parties and, pursuant to the Pledged Stock pledged by such Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, shall have the right, at any time in its discretion and without notice to the Grantor, (i) to transfer to or to register in its name or in the name of its nominees any Pledged Collateral during the continuance of an Event of Default. The Administrative Agent as agent for the Secured Parties and, pursuant to the best knowledge of such GrantorIntercreditor Agreement, such as bailee for the ABL Facility Secured Parties, shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral Agreement contains for certificates or instruments of smaller or larger denominations during the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge continuance of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any an Event of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementDefault.

Pledged Collateral. (a) All Subject to Section 2.1(c), the Pledgor hereby irrevocably and unconditionally guarantees to the Collateral Agent, for the ratable benefit of the Pledged Stock held Secured Parties, the prompt and complete payment and performance in full when due, whether at stated maturity, by such Grantor has been duly required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), of all of the Obligations, whether now existing or hereafter arising and validly issuedhowsoever evidenced (the “Secured Obligations”). Notwithstanding any provision hereof or in any other Loan Document to the contrary, the Secured Obligations of the Pledgor shall not include any Excluded Swap Obligations (as defined in the Pledge and Security Agreement). The Pledgor hereby assigns as collateral security to the Collateral Agent (for the ratable benefit of the Secured Parties), and is fully paid hereby grants to the Collateral Agent (for the ratable benefit of the Secured Parties), a security interest in and non-assessablecontinuing lien on, subject all of the Pledgor’s right, title and interest in, to and under all of the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the case “Pledged Collateral”), as security for the prompt and complete payment and performance when due and with all rights and remedies under the UCC and other 3 applicable law (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of Pledged Stock constituting partnership interests or the Secured Obligations: Any and all membership interests, limited liability company membership interests to future assessments required under applicable law interests, member’s interests, equity interests, and any applicable partnership other Capital Stock owned directly by the Pledgor, whether now owned or operating agreement, (b) such Grantor is orsubsequently acquired, in the case Borrower (collectively, the “Membership Interests”), including, without limitation, all such interests as are described on Exhibit A hereto, the certificates representing such interests and (i) the Pledgor’s share of all rights to receive income, gain, profit, loss or other items allocated or distributed to the Pledgor under the Governing Agreements; (ii) all rights of the Pledgor to receive all income, profit or other dividends, distributions, cash, warrants, rights, options, instruments, securities and other property of any such additional Pledged Collateral will be, nature whatsoever of the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or Pledgor with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, such interests; (diii) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Pledgor’s capital or membership interest, including any capital accounts, in the Borrower, and such Grantor owns no securities convertible into all accounts, deposits or exchangeable for any shares of Capital Stock credits of any kind with the Borrower; (iv) all of the Pledgor’s voting rights or rights to control or direct the affairs of the Borrower; (v) all of the Pledgor’s right, title and interest in the Borrower as such Issuer that do not constitute Pledged Stock hereunderrights are derived from the Membership Interests, including any interest of the Pledgor in the entries of the books of the Borrower; (evi) all other right, title and interest in or to the Borrower as such rights are derived from the Membership Interests; (vii) all claims of the Pledgor for damages arising out of a breach of or a default relating to the property described in this Section 2.1; (viii) all rights of the Pledgor to terminate, amend, modify, supplement or waive performance under the Governing Agreements, to perform thereunder and to compel performance and otherwise exercise the remedies thereunder; and (ix) all of the proceeds of any and all of the above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1(a) attach to any Excluded Collateral, and Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to shall not include any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementExcluded Collateral.

Pledged Collateral. (ai) All If any Grantor shall become entitled to receive or shall receive any Certificated Security (including any Additional Pledged Collateral representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization) or any stock option or similar rights in respect of the Pledged Stock held by Equity Interests of any Issuer, including such Additional Pledged Collateral which is in addition to, in substitution of, as a conversion of, or in exchange for, any ownership interests of the Pledged Equity Interests previously pledged hereunder, or otherwise in respect thereof, such Grantor has been duly shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and validly issued, and is fully paid and non-assessable, subject in promptly deliver the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated transfer power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. During the continuance of any Event of Default, any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Loan Party in accordance with the Revolving Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any property shall be distributed upon or with respect to the foreclosurePledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, transfer or disposition thereof by the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate be delivered to the voting Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or giving of written consents with property so paid or distributed in respect to any of the Pledged Stock pledged Equity Interests shall be received by such Grantor, such Grantor have been disclosed shall, until such money or property is paid or delivered to the Administrative Agent, and (f) as to each hold such Pledged Collateral Agreement relating to money or property in trust for Administrative Agent for the Pledged Stock pledged by such Grantorbenefit of the Secured Parties, (i) to the best knowledge segregated from other funds of such Grantor, such Pledged Collateral Agreement contains as additional collateral security for the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Obligations.

Pledged Collateral. Any Loan Party shall (a) All at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent or the Required Lenders from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held by such Grantor has been duly Collateral and validly issued, the Lien of Agent thereon against the claim of any other Person (other than Permitted Liens); and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of upon acquiring any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, within [***] Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to the best knowledge Required Lenders) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to the Required Lenders and to Agent as to its rights, duties and obligations with respect thereto, provided that with respect to Equity Interests of any Loan Party other than Borrower, to the extent the Organizational Documents of such Grantor party theretoLoan Party do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation such Loan Party shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Loan Party shall enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Loan Party other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Collateral Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.

Pledged Collateral. (a) All As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral 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 with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. 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 C 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, the Permitted Equity Liens and, with respect to Pledged Collateral other than Equity Interests, Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law assessable and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate represents Indebtedness owed to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have by any other Grantor or Subsidiary thereof has been disclosed to duly authorized, authenticated or issued and delivered by the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof Indebtedness and is in full force the legal, valid and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and is continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to Section 10, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock held Collateral, to the extent not prohibited under the Credit Agreement. At the request of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the sole and exclusive right and authority to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject shall be held in trust for the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is orAdministrative Agent and, in accordance with the case of any such additional Pledged Collateral will beAdministrative Agent’s instructions, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral remitted to the Administrative Agent or deposited to an account with respect the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). All dividends, interest, principal or other distributions received by any Grantor contrary to the foreclosure, transfer or disposition thereof by provisions of this Section 6(b) shall be held in trust for the benefit of the Administrative Agent, except as provided under applicable securities shall be segregated from other property or “Blue Sky” laws, (d) the Pledged Stock pledged by funds of such Grantor constitute all and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Following the issued occurrence and outstanding shares during the continuation of Capital Stock an Event of each Issuer owned by such Grantor (except for Excluded Assets)Default, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any distributions and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents payments with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence and during the continuation of an Event of Default, following prior written notice to the any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Stock pledged Collateral held by such Grantor, (i) and to the best knowledge exercise all rights of such Grantorconversion, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsexchange, (ii) to the best knowledge of such Grantor party subscription or any other rights, privileges or options pertaining thereto, there exists as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no material violation or material default under duty to exercise any such Pledged Collateral Agreement by of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. (a) All With respect to the Pledged Collateral, (x) Schedule 4 of the Perfection Certificate sets forth a complete and accurate list of all Capital Stock constituting Pledged Collateral owned by such Grantor as of the Closing Date and (y) Schedule 5 of the Perfection Certificate sets forth a complete and accurate list of all Material Instruments and Material Chattel Paper, in each case constituting Pledged Collateral owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on the Schedules to the Perfection Certificate as being owned by it, free and clear of any Liens, except for (i) the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and (ii) the Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject (ii) no interest in the case of Pledged Stock constituting partnership interests or any limited liability company membership interests to future assessments required under applicable law and or limited partnership controlled by any applicable Grantor that constitutes Pledged Collateral shall be represented by a certificate unless (x) the limited liability company agreement or partnership or operating agreementlimited partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, (by) such Grantor certificate bears a legend indicating such interest represented thereby is or, in the case of any such additional Pledged Collateral will be, the legal record a “security” and beneficial owner thereof, (cz) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificate shall have been delivered to the Administrative Agent or in accordance with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, terms of this Agreement and (diii) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate represents Indebtedness owed to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best actual knowledge of such Grantor, such Pledged Collateral Agreement contains has been duly authorized, authenticated or issued and delivered by the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge issuer of such Grantor party theretoIndebtedness, there exists no material violation or material default under any is the legal, valid and binding obligation of such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementissuer.

Pledged Collateral. (a) All Exhibit F sets forth a complete and accurate list of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Collateral. The Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereofof the Pledged Collateral listed on Exhibit F as being owned by the Grantor, free and clear of any Liens, except for the security interest granted to the Secured Parties hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) with respect to any certificates delivered to the Secured Parties representing Equity 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, the Grantor has so informed the Secured Parties so that the Secured Parties may take steps to perfect their security interest therein as a General Intangible, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or all Pledged Collateral of such Grantor constituting Instruments issued held by a Subsidiary of such securities intermediary is covered by a Control Agreement among the Grantor, the securities intermediary and the Secured Parties, or otherwise held under terms, pursuant to which the Secured Parties have Control, (iii) none of the Pledged Collateral owned by the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iv) there are existing no restrictions on options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral, and (v) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any governmental authority or any other Person is required for the transferability pledge by the Grantor of such Pledged Collateral pursuant to this Security Agreement or such additional for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Secured Parties of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementgenerally.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent Lender or with respect to the foreclosure, transfer or disposition thereof by the Administrative AgentLender, except as provided under applicable securities or “Blue Sky” lawsmay be required in connection with the disposition of any Investment Property, by laws generally affecting the offer and sale of securities, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunderhereunder (except for Excluded Assets), (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentLender, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (a) All including, without limitation, reasonable fees and expenses to the Collateral Agent of the Pledged Stock held by such Grantor has been duly and validly issuedlegal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and based upon any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock alleged untrue statement of a Subsidiary material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such additional written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to the Administrative Agent qualify, file or with respect to the foreclosureregister, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor have been disclosed will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the Administrative Agentprovisions of this Section and that such failure would not be adequately compensable in damages, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is therefore agrees that its agreements contained in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthis Section may be specifically enforced.

Pledged Collateral. (a) All Subject to the Orders, so long as no Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of the Pledged Stock held by Orders, this Agreement, the Loan Documents or any such Grantor has been duly other instrument or agreement, or in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents. The Collateral Agent shall execute and validly issueddeliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such proxies, powers of attorney, dividend and other orders, and is fully all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and non-assessablebe continuing, subject in whether or not the case Secured Parties or any of Pledged Stock constituting partnership interests them exercise any available right to declare any Obligations due and payable or limited liability company membership interests seek or pursue any other relief or remedy available to future assessments required them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the Orders. Subject to the Orders, if the Collateral Agent shall so request in writing at the direction of the Required Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any applicable partnership such dividend or operating agreementdistribution theretofore paid to the Collateral Agent shall, upon request of the Subsidiary Guarantors (bexcept to the extent theretofore applied to the Obligations), be returned by the Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor is orSubsidiary Guarantor, and such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby or as set forth in the case of Orders, pay any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor dividend or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or other payment with respect to the foreclosure, transfer or disposition thereof by Pledged Shares directly to the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) Collateral Agent for the Pledged Stock pledged by such Grantor constitute all benefit of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecured Parties.

Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all losses, liabilities, expenses, costs of counsel (a) All including, without limitation, reasonable fees and expenses to the Collateral Agent of the Pledged Stock held by such Grantor has been duly and validly issuedlegal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and based upon any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock alleged untrue statement of a Subsidiary material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such additional written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to the Administrative Agent qualify, file or with respect to the foreclosureregister, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor have been disclosed will bear all costs and expenses of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the Administrative Agentprovisions of this Section 5.05 and that such failure would not be adequately compensable in damages, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantortherefore agrees that its agreements contained in this Section 5.05 may be specifically enforced. ARTICLE VI INDEMNITY, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.SUBROGATION AND SUBORDINATION

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Pledged Collateral Agreement does not contain any right of first refusal or other restrictions with respect to such Grantor’s disposition of the Pledged Stock subject thereto, (iv) the pledge of the Pledged Stock hereunder will not cause a breach or default under such Pledged Collateral Agreement, and (iiiv) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of Such Pledgor shall deliver to the Collateral Trustee all certificates and Instruments representing or evidencing any Pledged Stock held Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION or, as applicable, accompanied by such Grantor has been Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and validly issuedsubstance satisfactory to the Collateral Trustee, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and is fully paid and non-assessableagreement to a Joinder Agreement duly executed by the Pledgor, subject in substantially the form of Annex 2 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Trustee. Such Pledgor authorizes the Collateral Trustee to attach each Pledge Amendment to this Agreement. The Collateral Trustee shall have the right, as directed in accordance with the Collateral Trust Agreement, to transfer to or to register in its name or in the case name of its nominees its Lien on or security interest in any Pledged Stock constituting partnership interests Collateral. The Collateral Trustee shall have the right at any time to exchange any certificate or limited liability company membership interests to future assessments required under applicable law and instrument representing or evidencing any applicable partnership Pledged Collateral for certificates or operating agreement, (b) such Grantor is or, in instruments of smaller or larger denominations. Following the case issuance of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Additional Pledged Collateral or such additional Pledged Collateral any changes to the Administrative Agent or with respect information contained in Schedule 2 (Pledged Collateral), the Company shall promptly deliver to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, Collateral Trustee a copy of Schedule 2 (dPledged Collateral) the Pledged Stock pledged by amended to accurately reflect such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor changes or the other parties theretoAdditional Pledged Collateral, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from as the terms and provisions of any such Pledged Collateral Agreementcase may be.

Pledged Collateral. As security for the full and punctual payment and performance of Mezzanine Xxxxxxxx's Obligations under the Mezzanine Loan Documents, Mezzanine Borrower hereby grants, pledges, hypothecates, transfers and assigns to Mezzanine Lender a first priority and continuing lien on and first priority security interest in all of Mezzanine Borrower’s right, title, ownership, equity or other interests in and to the following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (collectively, the “Pledged Collateral”): (a) All of Mezzanine Borrower's right, title and interest in and to the Pledged Stock held Equity, together with all Equity Interests related to the Pledged Equity which may be issued or granted by such Grantor has been duly and validly issued, and any Pledged Entity to Mezzanine Borrower while this Pledge Agreement is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementeffect, (b) such Grantor is orall rights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereofEquity, (c) in the case capital of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such GrantorMezzanine Borrower and any and all profits, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral losses, Distributions (defined herein), and allocations attributable to the Administrative Agent Pledged Equity as well as the proceeds of any distribution thereof, whether arising under the terms of any Governing Documents of the Pledged Entity or otherwise, (d) all other payments, if any, due or to become due, to Mezzanine Borrower and all other present or future claims by Mezzanine Borrower against any Pledged Entity, or in respect of the Pledged Equity, under or arising out of (i) any Governing Document of any Pledged Entity, (ii) monies loaned or advanced, for services rendered or otherwise, (iii) any other contractual obligations, commercial tort claims, supporting obligations, damages, insurance proceeds, condemnation awards or other amounts due to Mezzanine Borrower from the Pledged Entity or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunderEquity, (e) Mezzanine Borrower's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Equity, (f) to the extent permitted by applicable law, Mezzanine Borrower's rights, if any, in any Pledged Entity pursuant to any Governing Document of any Pledged Entity, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Mezzanine Borrower relating to any Pledged Equity, including without limitation, the right to (i) execute any instruments and to take any and all other action on behalf of and in the name of Mezzanine Borrower in respect of any Pledged Collateral Agreements which affect Equity, (ii) exercise any and all voting, consent and management rights of Mezzanine Borrower in or relate to the voting or giving of written consents with respect to any Pledged Entity, (iii) exercise any election (including, but not limited to, election of the remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentEntity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (fv) file any claims and to take any action in connection with any of the foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any Pledged Entity, (g) all Investment Property (as such term is defined in Section 9-102 of the Uniform Commercial Code in effect in the [State of New York], as amended, modified, revised or restated from time to each such time, the “UCC”) issued by or relating to any Pledged Collateral Agreement Entity, or otherwise relating to the Pledged Stock pledged Equity, (h) all Equity Interests or other property now or hereafter acquired by such GrantorMezzanine Borrower as a result of any mergers, acquisitions, exchange offers, recapitalizations of any type, contributions to capital, or the exercise of options or other rights relating to the Pledged Equity, and (i) to the best knowledge extent not otherwise included: (i) all assets and personal property of such GrantorMezzanine Borrower in any way arising from, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect related to, or pertaining to Mezzanine Borrower’s right, title and interest in and to the subject matter thereof Pledged Entity or any Pledged Equity; and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions all proceeds of any such or all of the foregoing (including, without limitation, insurance proceeds and distributions on the Pledged Collateral AgreementEquity), as applicable.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged and charged by such Grantor have been disclosed to the Administrative AgentAgent or the Lenders, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged and charged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Collateral Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Collateral Agent, except as provided under applicable securities or “Blue Sky” lawsmay be required in connection with the disposition of any Investment Property, by laws generally affecting the offer and sale of securities, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock Equity Interests of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock Equity Interests of any such Issuer that do not constitute Pledged Stock hereunderhereunder (except for Excluded Assets), (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Collateral Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. If the Pledgor shall become entitled to receive or shall receive any certificate (a) All including any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Capital Stock held by such Grantor has been duly and validly issuedof any Issuer, and is fully paid and non-assessable, subject whether in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is oraddition to, in the case of substitution of, as a conversion of, or in exchange for, any such additional Pledged Collateral will beCollateral, or otherwise in respect thereof, the legal record Pledgor shall accept the same as the agent of the Administrative Agent and beneficial owner thereofthe other Secured Parties, (c) hold the same in trust for the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on Administrative Agent and the transferability of such Pledged Collateral or such additional Pledged Collateral other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall this Section 4.5(a) apply to any Excluded Assets. Any sums paid upon or in respect of the Pledged Collateral upon the liquidation or dissolution of any Issuer shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Collateral or any property shall be distributed upon or with respect to the foreclosurePledged Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, transfer or disposition thereof by the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, except be delivered to the Administrative Agent to be held by it hereunder as provided under applicable securities additional collateral security for the Secured Obligations. If any sums of money or “Blue Sky” laws, (d) the Pledged Stock pledged by property so paid or distributed in respect of such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect shall be received by the Pledgor, the Pledgor shall, until such money or relate to the voting property is paid or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed delivered to the Administrative Agent, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, hold such money or property in trust for the Administrative Agent and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoSecured Parties, and (iii) such Grantor has not knowingly waived or released any segregated from other funds of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementPledgor, as additional collateral security for the Secured Obligations.

Pledged Collateral. (a) All 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 Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed in Schedule 2 as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) to the knowledge of such Grantor Grantor, all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional all Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of credited to a Subsidiary Securities Account maintained with a Securities Intermediary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral (if any) is subject to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof an Investment Property Control Agreement (if so reasonably requested by the Administrative Agent, except ) between the Securities Intermediary and the Administrative Agent as provided under applicable securities or “Blue Sky” laws, the result of which the Administrative Agent has Control over such Pledged Collateral; (diii) the Pledged Stock pledged by such Grantor constitute all as of the issued date hereof and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such all Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which represents Indebtedness owed to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) 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 knowingly waived or released any in default thereunder; and (iv) none of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthat 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. Part A: Pledged Equity Interests (other than LLC Interests and Partnership Interests) Issuer Certificate No. (if Applicable) Registered Owner No. and Class of Shares % of Outstanding Equity Interests of Class Part B: Pledged LLC Interests and Partnership Interests Issuer Certificate No. (if Applicable) Registered Owner No. and Class of Shares % of Outstanding Equity Interests of Class Security for Article 8 Purposes? Part C: Pledged Debt Securities Grantor Obligor Principal Amount Date of Incurrence Maturity Date (if Applicable Type of Document Evidencing Debt (if Applicable) EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT FORM OF COPYRIGHT SECURITY AGREEMENT COPYRIGHT SECURITY AGREEMENT, dated as of December 22, 2020 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among HARVARD BIOSCIENCE, INC., a Delaware corporation (the “Borrower”), each Subsidiary party hereto as of the date hereof (collectively, the “Subsidiaries” and together with the Borrower, the “Grantors”) and CITIZENS BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Reference is made to (a) All the Credit Agreement, dated as of December 22, 2020 among the Pledged Stock held by such Grantor has been duly Borrower, the Lenders party thereto and validly issuedthe Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is orthe Pledge and Security Agreement, in dated as of December 22, 2020, by and among the case of any such additional Pledged Collateral will be, the legal record Grantors party thereto and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent (as the same may be amended, restated, supplemented or with respect otherwise modified from time to time, the “Security Agreement”). The Lenders have agreed to extend credit to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate Borrower subject to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions conditions set forth in the Credit Agreement, the Guarantors have guaranteed Secured Obligations and the Grantors have secured their obligations pursuant to the Security Agreement. The obligations of any the Lenders to extend such Pledged Collateral credit are conditioned upon, among other things, the execution and delivery of this Agreement.. Accordingly, the parties hereto agree as follows:

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and is continuing and the Investor shall have given notice to the relevant Grantor of the Investor’s intent to exercise its rights pursuant to Section 10, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock held by such Grantor has been duly Collateral, to the extent not prohibited under the Revenue Interest Financing Agreement. At the request of the Investor, upon the occurrence and validly issuedduring the continuation of an Event of Default, the Investor shall have the sole and is fully paid exclusive right and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests authority to future assessments required under applicable law receive all distributions and any applicable partnership or operating agreement, (b) such Grantor is or, in the case payments of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents nature with respect to any of the Pledged Stock pledged Collateral, and all such distributions or payments received by such Grantor have been disclosed shall, subject to the Administrative AgentIntercreditor Agreement, be held in trust for the Investor and, in accordance with the Investor’s instructions, remitted to the Investor or deposited to an account with the Investor in the form received (with any necessary endorsements or instruments of assignment or transfer). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 6(b) shall, subject to the Intercreditor Agreement, be held in trust for the benefit of the Investor, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Investor upon demand in the same form as so received (f) as with any necessary endorsement or instrument of assignment). Following the occurrence and during the continuation of an Event of Default, any such distributions and payments with respect to each any such Pledged Collateral Agreement relating held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Investor shall have the right, upon the occurrence and during the continuation of an Event of Default, following prior written notice to the any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Stock pledged Collateral held by such Grantor, (i) and to the best knowledge exercise all rights of such Grantorconversion, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsexchange, (ii) to the best knowledge of such Grantor party subscription or any other rights, privileges or options pertaining thereto, there exists as if the Investor were the absolute owner thereof; provided that the Investor shall have no material violation or material default under duty to exercise any such Pledged Collateral Agreement by of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. (a) All 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 Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed in Schedule 2 as being owned by such it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (bii) such Grantor is or, in the case of any such additional all Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of credited to a Subsidiary Securities Account maintained with a Securities Intermediary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral (if any) is subject to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof an Investment Property Control Agreement (if so reasonably requested by the Administrative Agent, except ) between the Securities Intermediary and the Administrative Agent as provided under applicable securities or “Blue Sky” laws, the result of which the Administrative Agent has Control over such Pledged Collateral; (diii) the Pledged Stock pledged by such Grantor constitute all as of the issued date hereof and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such all Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which represents Indebtedness owed to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) 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 knowingly waived or released any in default thereunder; and (iv) none of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthat 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) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement. Investment Accounts. Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the New York UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any Certificated Securities (as defined in Section 9-102 of the New York UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the New York UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the New York UCC) to the Administrative Agent to the extent required hereunder. Receivables. No amount payable to such Grantor under or in connection with any Receivable or other Right to Payment is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper which has not been delivered to the Administrative Agent. None of the account debtors or other obligors in respect of any Receivable in excess of $100,000 in the aggregate is the government of the United States or any agency or instrumentality thereof.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor the Pledgor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor the Pledgor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantorthe Pledgor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute the Pledgor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor the Pledgor (except for Excluded Assets), and such Grantor the Pledgor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor the Pledgor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantorthe Pledgor, (i) to the best knowledge of such Grantorthe Pledgor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor the Pledgor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor the Pledgor or the other parties thereto, and (iii) such Grantor the Pledgor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of the Pledged Stock Collateral. Each Grantor is the record and beneficial owner of the Pledged Collateral listed on Exhibit G as being owned by such Grantor, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder. Each Grantor further represents and warrants that (i) with respect to any certificates delivered to the Collateral Agent representing Equity 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, (ii) all 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, (iii) none of the Pledged Collateral owned by such Grantor has been duly and validly issuedissued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests except as disclosed in the SEC Reports, and (v) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is fully paid and non-assessable, subject in required for the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or such additional Pledged Collateral to for the Administrative Agent or with respect to the foreclosureexecution, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all delivery and performance of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral this Security Agreement relating to the Pledged Stock pledged by such Grantor, (i) to or for the best knowledge exercise by the Collateral Agent of such Grantor, such the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral Agreement contains pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the entire agreement between the parties thereto with respect to the subject matter thereof offering and is in full force and effect in accordance with its terms, (ii) to the best knowledge sale of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementsecurities generally.

Pledged Collateral. (a) All As of the date hererof, Exhibit C sets forth a complete and accurate list of all Pledged Collateral 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 with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. 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 C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate represents Indebtedness owed to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have by any other Grantor or Subsidiary thereof has been disclosed to duly authorized, authenticated or issued and delivered by the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementissuer.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of a Responsible Officer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of a Responsible Officer of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (aB) All The Pledged Stock pledged by such Loan Party hereunder (i) is listed on Schedule 3 and constitutes that percentage of the Pledged Stock held by such Grantor issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly and authorized, validly issued, issued and is fully paid and non-assessable, subject in the case of nonassessable (other than Pledged Stock constituting partnership interests or in limited liability company membership interests to future assessments required under applicable law companies and any applicable partnership or operating agreementpartnerships) and (iii) constitutes the legal, (b) such Grantor is or, in valid and binding obligation of the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or obligor with respect to the foreclosurethereto, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect enforceable in accordance with its terms; provided, however, that to the extent any such issuer or obligor is not an Affiliate of such Loan Party, the representations and warranties made in this Section 4.3(a) are made to the knowledge of such Loan Party. As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a). In case any Loan Party shall acquire after the Closing Date (x) any Securities of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Loan Party constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3, be subject to the pledge, assignment and security interest granted to the Collateral Agent under this Agreement and such Loan Party shall promptly, and in any event no later than ten (10) days after the date such Pledged Collateral was so acquired (i) deliver to the Collateral Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral, and (B) any certificates and instruments evidencing such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Loan Party in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the best knowledge Collateral Agent may reasonably request pursuant to Section 7.11 of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoTerm Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented subject to a material departure from the terms and provisions conditions set forth in the Term Loan Agreement, the Collateral Agent shall be entitled to exercise all of the rights of the Loan Party granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Collateral AgreementStock shall become a holder of such Pledged Stock to the same extent as such Loan Party and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Loan Party, such Loan Party shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) All As of the date hereof, the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. As of the date hereof, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in the Perfection Certificate as being owned by such it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder, nonconsensual Liens permitted under Section 6.02 of the Term Loan Credit Agreement and nonconsensual Liens permitted under of the ABL Credit Agreement. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued by the issuer thereof and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent (or its bailee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed has so informed the Collateral Agent so that the Collateral Agent (or its bailee) may take steps to the Administrative Agent, and (f) perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantora General Intangible, (iiii) to the best knowledge extent required by Section 4.05, it shall have used its commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Collateral Agent (or its bailee) pursuant to which the Collateral Agent (or its bailee) has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor 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 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 listed on Exhibit G owned by it constituting Capital Stock held has been (to the extent such concepts are relevant with respect to such Pledged Collateral and, if the issuer of such Pledged Collateral is not controlled by such Grantor has been Grantor, this representation is made to the best of such Grantor’s knowledge) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Collateral Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been disclosed 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) upon the Administrative execution of Control Agreements with respect to Pledged Collateral held by a Securities Intermediary in favor of the Collateral Agent, and (f) as to each all such Pledged Collateral held by a Securities Intermediary is covered by a Control Agreement relating to the Pledged Stock pledged by among such Grantor, the Securities Intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iiv) all Pledged Collateral which represents debt or similar obligations owed to such Grantor has, to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto(1) been duly authorized, there exists no material violation authenticated or material default under any issued and delivered by the issuer of such Pledged Collateral Agreement by such Grantor debt or the other parties theretosimilar obligation, and (iii) 2), is the legal, valid and binding obligation of such Grantor has issuer and such issuer is not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementin default thereunder.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock Collateral, to the extent consistent with the Credit Agreement; provided that, except in connection with transactions permitted under Section 9.03 or Section 9.09 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor has been duly Grantor, or (ii) dividends and validly issued, and is fully other distributions paid and non-assessable, subject or payable in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, cash in the case respect of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case connection with a partial or total liquidation or dissolution of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such additional Person. At the request of the Administrative Agent, upon the occurrence of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities Agent in the form received (with any necessary endorsements or “Blue Sky” laws, (d) instruments of assignment or transfer). Following the Pledged Stock pledged by such Grantor constitute all occurrence of the issued and outstanding shares an Event of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of Default any such Issuer that do not constitute Pledged Stock hereunder, (e) any distributions and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents payments with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence of an Event of Default, following prior written notice to the any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Stock pledged Collateral held by such Grantor, (i) and to the best knowledge exercise all rights of such Grantorconversion, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsexchange, (ii) to the best knowledge of such Grantor party subscription or any other rights, privileges or options pertaining thereto, there exists as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no material violation or material default under duty to exercise any such Pledged Collateral Agreement by of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Closing Date. Such Grantor further represents and warrants as of the Closing Date that (A) all Pledged Collateral owned by it constituting Capital Stock held issued by a Subsidiary of such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in ; (B) with respect to any certificates delivered to the case of Pledged Administrative Agent representing Capital Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there 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 Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible; (C) [reserved]; and (D) all Pledged Collateral which represents Indebtedness owed to such Grantor by a Subsidiary of the Borrower, to the actual knowledge of 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. (b) No consent, approval, authorization, or other action by, and no restrictions on giving of notice, filing with, any governmental authority or any other Person is required for the transferability pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such additional Pledged Collateral to Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (i) the filing of financing statements with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” lawsany Pledged Collateral that is an uncertificated security, (dii) as may be required in connection with such disposition by laws affecting the Pledged Stock pledged by offering and sale of securities generally, (iii) for those consents which have been made or obtained prior to the effectiveness of such pledge and (iv) those, that if not obtained, would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, such Grantor constitute all owns the percentage of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all constitutes Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any indicated in Exhibit D and none of the Pledged Stock pledged by Collateral which represents Indebtedness owed to such Grantor have been disclosed by a Subsidiary of the Borrower is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.an indenture. 4.14

Pledged Collateral. (a) All Subject to Section 2.1(c), the Pledgor hereby irrevocably and unconditionally guarantees to the Collateral Agent, for the ratable benefit of the Pledged Stock held Secured Parties, the prompt and complete payment and performance in full when due, whether at stated maturity, by such Grantor has been duly required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), of all of the Obligations, whether now existing or hereafter arising and validly issuedhowsoever evidenced (the “Secured Obligations”). Notwithstanding any provision hereof or in any other Loan Document to the contrary, the Secured Obligations of the Pledgor shall not include any Excluded Swap Obligations (as defined in the Pledge and Security Agreement). The Pledgor hereby assigns as collateral security to the Collateral Agent (for the ratable benefit of the Secured Parties), and is fully paid hereby grants to the Collateral Agent (for the ratable benefit of the Secured Parties), a security interest in and non-assessablecontinuing lien on, subject all of the Pledgor’s right, title and interest in, to and under all of the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the case “Pledged Collateral”), as security for the prompt and complete payment and performance when due and with all rights and remedies under the UCC and other applicable law (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of Pledged Stock constituting partnership interests or the Secured Obligations: Any and all membership interests, limited liability company membership interests to future assessments required under applicable law interests, member’s interests, equity interests, and any applicable partnership other Capital Stock owned directly by the Pledgor, whether now owned or operating agreement, (b) such Grantor is orsubsequently acquired, in the case Borrower (collectively, the “Membership Interests”), including, without limitation, all such interests as are described on Exhibit A hereto, the certificates representing such interests and (i) the Pledgor’s share of all rights to receive income, gain, profit, loss or other items allocated or distributed to the Pledgor under the Governing Agreements; (ii) all rights of the Pledgor to receive all income, profit or other dividends, distributions, cash, warrants, rights, options, instruments, securities and other property of any such additional Pledged Collateral will be, nature whatsoever of the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or Pledgor with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, such interests; (diii) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Pledgor’s capital or membership interest, including any capital accounts, in the Borrower, and such Grantor owns no securities convertible into all accounts, deposits or exchangeable for any shares of Capital Stock credits of any kind with the Borrower; (iv) all of the Pledgor’s voting rights or rights to control or direct the affairs of the Borrower; (v) all of the Pledgor’s right, title and interest in the Borrower as such Issuer that do not constitute Pledged Stock hereunderrights are derived from the Membership Interests, including any interest of the Pledgor in the entries of the books of the Borrower; (evi) all other right, title and interest in or to the Borrower as such rights are derived from the Membership Interests; (vii) all claims of the Pledgor for damages arising out of a breach of or a default relating to the property described in this Section 2.1; (viii) all rights of the Pledgor to terminate, amend, modify, supplement or waive performance under the Governing Agreements, to perform thereunder and to compel performance and otherwise exercise the remedies thereunder; and (ix) all of the proceeds of any and all of the above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1(a) attach to any Excluded Collateral, and Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to shall not include any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementExcluded Collateral.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementRequirement of Law, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of the all Pledged Stock held Collateral which constitute 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 such Pledged Collateral as being owned by it, free and clear of any Liens, except for Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Noteholder Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the Pledged Stock pledged UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor have been has so informed the Noteholder Collateral Agent so that 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 Noteholder Collateral Agent pursuant to which the Noteholder Collateral Agent has Control (subject to the terms, conditions and provisions of the Intercreditor Agreement) and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Administrative Noteholder Collateral Agent, and (f) as to each such all Pledged Collateral Agreement relating which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such GrantorIndebtedness, is the legal, valid and binding obligation of such Pledged Collateral Agreement contains 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; provided that, with regard to clause (iii) above, the entire agreement between Issuer may maintain a Securities Account with Xxxxxxx Xxxxx which is not a Control Account for the parties thereto with respect to the subject matter thereof sole purpose of depositing therein deferred compensation payments on behalf of its employees and is in full force and effect officers in accordance with its terms, the Issuer’s existing incentive plan for which accounts are maintained at Xxxxxxx Xxxxx (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under Affiliates) (the “Xxxxxxx Xxxxx Account”); provided further that the aggregate amount from time to time on deposit therein shall not exceed and amount equal to (x) $500,000 minus all distributions or otherwise consented to a material departure withdrawals made from the terms and provisions of any such Pledged Collateral AgreementXxxxxxx Xxxxx Account on or after the Closing Date plus (y) the amount, if any, earned on the amounts on deposit in the Xxxxxxx Xxxxx Account.

Pledged Collateral. (a) All As of the Closing Date, or the effective date of a Security Agreement Supplement, as applicable, Exhibit G sets forth a complete and accurate list of all of the Pledged Stock held 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 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 an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the Securities Intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) as of the Closing Date, no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such additional Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Security Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally. (c) Except as set forth in Exhibit G, (d) the Pledged Stock pledged by such Grantor constitute all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor (except for Excluded Assets), it and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any none of the Pledged Stock pledged by Collateral which represents Indebtedness (except to the extent subordinated to the Secured Obligations or as permitted under the Notes) owed to such Grantor have been disclosed is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge terms of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementan indenture.

Pledged Collateral. (a) All of Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Stock held by such Grantor has been duly and validly issuedCollateral (including Additional Pledged Collateral) which, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests Debt Instruments is in the face amount of at least $1,000,000, whether now existing or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementhereafter acquired, (b) such Grantor is in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the case form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agents, provided, that any such additional Pledged Debt Instruments existing on the Closing Date that represent indebtedness payable by one Grantor to another Grantor shall be delivered to the Term Agent within 30 days after the Closing Date, and (ii) maintain all other Pledged Collateral will be, the legal record and beneficial owner thereof, (c) constituting Investment Property in the case of Pledged Stock of a Subsidiary of such Control Account. Such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to authorizes the Administrative Agent or with respect to attach each Pledge Amendment to this Agreement. The Term Agent as agent for the Term Facility Secured Parties and, pursuant to the foreclosureIntercreditor Agreement, as bailee for the Secured Parties, shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or disposition thereof by to register in its name or in the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all name of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for its nominees any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate during the continuance of an Event of Default. The Term Agent as agent for the Term Facility Secured Parties and, pursuant to the voting Intercreditor Agreement, as bailee for the Secured Parties, shall have the right at any time to exchange any certificate or giving of written consents with respect to instrument representing or evidencing any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to for certificates or instruments of smaller or larger denominations during the Pledged Stock pledged by such Grantor, (i) to the best knowledge continuance of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge an Event of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementDefault.

Pledged Collateral. (a) All a)Exhibit B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by the Grantor. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit B as being owned by such it, free and clear of any Liens, except for the security interest granted to the Holder hereunder. The Grantor has further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it have been duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Holder representing the Pledged Collateral, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Holder so that the Holder may take steps to perfect its security interest therein as a General Intangible and (iii) except to the extent otherwise permitted by the Holder, all Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementCollateral held by a securities intermediary in a Securities Account is covered by a Securities Account Control Agreement. (b)In addition, (bi) such none of the Pledged Collateral owned by the Grantor is orhas been issued or transferred in violation of the securities registration, in the case securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on existing options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the transferability issuer of such Pledged Collateral or such to issue additional Pledged Collateral Equity Interests to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantor, or for the exercise by the Holder of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (A) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (B) the filings required to perfect the Lien granted to the Administrative Agent on such Pledged Collateral or (C) as have already been obtained from or by such governmental authority or other Person, as applicable. ARTICLE IV COVENANTS From the date of this Agreement, and thereafter until the Termination Date, the Grantor agrees that: 4.1.

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged 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 Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such 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, 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 Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests ; (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Collateral Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the foreclosureEquity Interests owned by Foreign Domiciled Grantors, transfer or disposition thereof as defined in any other Applicable Law, as applicable) as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) the Pledged Stock pledged by if such certificates are not Securities, such Grantor constitute 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 of such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the issued securities intermediary and outstanding shares of Capital Stock of each Issuer owned the ABL Collateral Agent pursuant to which the ABL Collateral Agent has 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 (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents solely with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged issued by such a Person other than a wholly owned Subsidiary of a Grantor, (i) to the best knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. Any Borrower shall, (a) All at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Borrower constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Borrower) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within twenty (d20) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the best knowledge extent the Organizational Documents of such Grantor party theretoBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Borrowers shall not be required to deliver stock certificates, stock powers or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.and

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged and charged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded AssetsCapital Stock excluded from the definition of Pledged Stock), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements relating to Pledged Stock of a Subsidiary of such Grantor which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged and charged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged and charged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All So long as no Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Term B-3 Lenders’ rights, remedies or interest in any of the Pledged Stock held by Loan Documents. The Third Lien Collateral Agent shall execute and deliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such Grantor has been duly proxies, powers of attorney, dividend and validly issuedother orders, and is fully all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that they are entitled to exercise Third Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148181006.4 pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and non-assessablebe continuing, subject in whether or not the case Third Lien Secured Parties or any of Pledged Stock constituting partnership interests them exercise any available right to declare any Third Lien Obligations due and payable or limited liability company membership interests seek or pursue any other relief or remedy available to future assessments required them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Third Lien Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Third Lien Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the BrandCo Intercreditor Agreement. Subject to the BrandCo Intercreditor Agreement, if the Third Lien Collateral Agent shall so request in writing at the direction of the Required Term B-3 Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Third Lien Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any applicable partnership such dividend or operating agreementdistribution theretofore paid to the Third Lien Collateral Agent shall, upon request of the Subsidiary Guarantors (bexcept to the extent theretofore applied to the Third Lien Obligations), be returned by the Third Lien Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Third Lien Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor is orSubsidiary Guarantor, and such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby or as set forth in the case of BrandCo Intercreditor Agreement, pay any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor dividend or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or other payment with respect to the foreclosure, transfer or disposition thereof by Pledged Shares directly to the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) Third Lien Collateral Agent for the Pledged Stock pledged by such Grantor constitute all benefit of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementThird Lien Secured Parties.

Pledged Collateral. (a) All In the event that the aggregate gross revenues of the Subsidiaries of Company, the Capital Stock of which constitutes Pledged Stock held by Collateral, for any Fiscal Year, commencing with the Fiscal Year ending October 31, 1999, is less than 90% of the aggregate gross revenues of Company and its Subsidiaries on a consolidated basis for such Grantor has been duly Fiscal Year, Company will, or will cause its Domestic Subsidiaries to, within 100 days after the end of such Fiscal Year, execute all such Collateral Documents and/or all such other documents and validly issuedinstruments (including actions, documents and is fully paid and non-assessable, subject instruments comparable to those described in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bsubsection 4.1K) such Grantor is as may be necessary or, in the case opinion of any Administrative Agent, desirable to create, in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all the Capital Stock of one or more additional Subsidiaries after consultation with Requisite Lenders to the extent set forth in the applicable forms of Collateral Documents such additional Pledged Collateral will bethat the aggregate gross revenues of all Subsidiaries, the legal record and beneficial owner thereof, (c) in the case of Pledged Capital Stock of which constitutes Pledged Collateral, shall be equal to at least 90% of the aggregate gross revenues of Company and its Subsidiaries on a Subsidiary of consolidated basis for such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such GrantorFiscal Year; provided, there are however, that notwithstanding -------- ------- the foregoing, no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral action shall be required to the Administrative Agent or be taken with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any Foreign Subsidiary pursuant to this subsection in the event that Company and Administrative Agent agree in good faith that the pledge of such Issuer that do not stock would result in a significant tax liability to Company or any of its Subsidiaries or is restricted by the laws of the jurisdiction under which such Foreign Subsidiary is organized so long as the Capital Stock of all Subsidiaries whose aggregate gross revenues for such Fiscal Year are greater than or equal to $5,000,000 constitute Pledged Stock hereunder, (e) Collateral unless Company and Administrative Agent agree in good faith that the pledge of such stock of any and all Pledged Collateral Agreements which affect Foreign Subsidiary would result in a significant tax liability to Company or relate to the voting or giving of written consents with respect to any of its Subsidiaries or is restricted by the Pledged Stock pledged by laws of the jurisdiction under which such Grantor have been disclosed Foreign Subsidiary is organized; provided further that notwithstanding the -------- ------- 109 foregoing, no action shall be required to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto be taken with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions Capital Stock of any Subsidiary whose gross revenues for such Pledged Collateral AgreementFiscal Year are $250,000 or less.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock Collateral, to the extent consistent with the Credit Agreement or the Guarantee, as applicable; provided, that, except in connection with transactions permitted under Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor has been duly Grantor, or (ii) dividends and validly issued, and is fully other distributions paid and non-assessable, subject or payable in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, cash in the case respect of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case connection with a partial or total liquidation or dissolution of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such additional Person. At the request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to the foreclosureany such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, transfer or disposition thereof by the Administrative Agent, except in each case as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all part of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets)Collateral hereunder. Additionally, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to Collateral, the Administrative AgentAgent shall have the right, upon the occurrence and (f) as during the continuance of an Event of Default, following prior written notice to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such any applicable Grantor, (i) to the best knowledge of such Grantorvote and to give consents, such Pledged Collateral Agreement contains the entire agreement between the parties thereto ratifications and waivers with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessableassessable (to the extent such concepts are applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (( except for Excluded Assets), and and, other than with respect to Capital Stock constituting Excluded Assets, such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (( e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Schedule 9 to the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Stock held Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule 9 to the Perfection Certificate 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 Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent, except Agent so that the Administrative Agent may take steps to perfect its security interest therein as provided under applicable securities or “Blue Sky” lawsa General Intangible, (diii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, (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, (v) none of the Pledged Stock pledged by LLC Interests, Pledged Partnership Interests and Pledged Trust Interests constitute Certificated Securities or Uncertificated Securities (as each such Grantor constitute all term is defined in the UCC in effect in the State of Illinois on the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assetsdate hereof), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iiivi) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented the unencumbered right to grant a material departure from security interest in and pledge the terms and provisions of any such Pledged Collateral AgreementCollateral.

Pledged Collateral. authorizes but does not obligate the Collateral Agent to file, and if reasonably requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from (a) All As of the Determination Date, (A) Exhibit E sets forth a complete and accurate list time to time be reasonably requested by the Collateral Agent in order to maintain a first perfected security of all Pledged Collateral owned by such Grantor and (B) such Grantor is the direct, sole beneficial owner interest in and, if applicable in order to maintain such a security interest, Control of, the Collateral owned and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E owned by it, free and clear of any by such Grantor, in each case, to the extent required by Section 3.1. Any financing statement filed by the Liens, except for any Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject (ii) particular asset comprised in the case Collateral falls within the scope of Pledged Stock constituting partnership interests Article 9 of the UCC of such with respect to any certificates delivered to the Collateral Agent representing Capital Stock, either such jurisdiction, or limited liability company membership interests (2) by any other description which reasonably approximates the description contained in certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) Collateral Agent may take steps to future assessments required under applicable law perfect its security interest therein as a General Intangible, and any applicable partnership or operating agreement, (biii) all whether such Grantor is oran organization, in the case type of organization and any such additional organization identification Pledged Collateral will bewhich represents Indebtedness owed to such Grantor has, to the legal record knowledge of such number issued to such Grantor and beneficial owner thereof, (cB) in the case of Pledged Stock of a Subsidiary financing statement filed as a fixture filing, a Grantor, been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and sufficient description of real property to which the Collateral relates. Such Grantor or Pledged Collateral also agrees to furnish is the legal, valid and binding obligation of such Grantor constituting Instruments issued by a Subsidiary of issuer. any such Grantor, there are no restrictions on information described in the transferability of such Pledged Collateral or such additional Pledged Collateral foregoing sentence to the Administrative Collateral Agent or with respect promptly upon the ing anything to the foreclosurecontrary contained herein, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.-11- -12- EU-DOCS\25892880.7 EU-DOCS\25892880.7 76852875_12 76852875_12

Pledged Collateral. (a) All Upon request of Agent, such Credit Party will (x) deliver to Agent, all certificates or Instruments representing or evidencing any Collateral, whether now arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Credit Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent, together with a pledge amendment, duly executed by the Credit Party and (y) maintain all other pledged Collateral constituting Investment Property in an account subject to a Control Agreement. If an Event of Default has occurred and is continuing, Agent shall have the right, in its discretion and without notice to the Credit Party, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in pledged Collateral. Agent shall have the case right at any time to exchange certificates or instruments representing or evidencing any of Pledged Stock constituting partnership interests the pledged Collateral for certificates or limited liability company membership interests to future assessments required under applicable law and any applicable partnership instruments of smaller or operating agreement, larger denominations. (b) Except during the continuance of an Event of Default, such Grantor is or, Credit Party shall be entitled to receive all cash dividends paid in respect of the case of any such additional Pledged pledged Collateral will be, the legal record and beneficial owner thereof, (cother than liquidating or distributing dividends) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer pledged Collateral. Any sums paid upon or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all in respect of any of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into pledged Collateral upon the liquidation or exchangeable for any shares of Capital Stock dissolution of any such Issuer that do not constitute Pledged Stock hereunderissuer of any of the pledged Collateral, (e) any and all Pledged distribution of capital made on or in respect of any of the pledged Collateral Agreements which affect or relate to the voting any properly distributed upon or giving of written consents with respect to any of the Pledged Stock pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of Agent, be delivered to Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any of the pledged Collateral shall be received by such Grantor have been disclosed Credit Party, such Credit Party shall, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, as additional security for the Obligations. (c) Except during the continuance of an Event of Default, such Credit Party will be entitled to exercise all voting, consent and corporate rights with respect to the Administrative pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Credit Party which would impair the Collateral in any manner that would cause a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document. (d) Such Credit Party shall not hereafter grant control over any Investment Property to any Person other than Agent. (e) In the case of each Credit Party which is an issuer of pledged Collateral, and (f) as such Credit Party agrees to each such Pledged Collateral be bound by the terms of this Agreement relating to the Pledged Stock pledged Collateral issued by it and will comply with such Grantorterms insofar as such terms are applicable to it. In the case of each Credit Party which is a partner in a partnership, (i) such Credit Party hereby consents to the best knowledge extent required by the applicable partnership agreement to the pledge by each other Credit Party, pursuant to the terms hereof, of the pledged partnership interests in such partnership and to the transfer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect pledged partnership interests to Agent or its nominee and to the subject matter thereof substitution of Agent or its nominee as a substituted partner in such partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Credit Party which is in full force and effect in accordance with its terms, (ii) to the best knowledge a member of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.limited

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt 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 Grantor as of the Closing Date, including without limitation a list of (i) all the issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Equity Interests maintained in a securities account identified on Schedule 3.03 of the Perfection Certificate delivered on the Closing Date), and an indication of whether such Equity Interests are certificated and (ii) the percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Securities listed on Exhibit D as being owned by such it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Secured Parties 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 Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any certificates delivered to the Agent (or its agent or designee, including without limitation to the Term Agent, as Agent’s agent for perfection pursuant to Section 3.2 of the Pledged Stock pledged Intercreditor Agreement) representing Equity 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 have been disclosed has so informed the Agent so that the Agent may take steps to the Administrative Agent, and perfect its security interest therein as a General Intangible; (fiii) as to each all such Pledged Collateral Agreement relating to the Pledged Stock pledged 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 Agent pursuant to which the Agent has Control; provided that no such control agreements shall be required prior to the Control Agreement Deadline and (iiv) all Pledged Collateral which represents Debt 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 knowledge of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such GrantorDebt, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and be continuing, the Borrower shall deposit any cash distribution or payment, if any, in respect of the Pledged Stock held by such Grantor has been duly and validly issuedCollateral into the Revenue Account, and is fully paid and non-assessableunless otherwise required pursuant to the terms of the Facility Agreement or other Finance Documents; provided, subject however, that, except in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will beconnection with a Permitted Disposal, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral Borrower shall not be entitled to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, receive (i) to the best knowledge of such Grantorcash paid, such payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral Agreement contains held by the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsBorrower, or (ii) to the best knowledge of such Grantor party thereto, there exists no material violation distributions paid or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions payable in cash in respect of any such Pledged Collateral Agreementin connection with a partial or total liquidation or dissolution of the Target or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Target. At the request of the Lender, during the continuance of any Event of Default, the Lender shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by the Borrower shall be held in trust for the Lender and, in accordance with the Lender’s instructions, remitted to the Lender or deposited to an account specified by the Lender in the form received (with any necessary endorsements or instruments of assignment or transfer). During the continuance of an Event of Default any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Pledged Collateral hereunder. Additionally, the Lender shall have the right, during the continuance of an Event of Default, following prior written notice to the Borrower, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Lender were the absolute owner thereof; provided, however, that the Lender shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Borrower or any other person for any failure to do so or delay in doing so.

Pledged Collateral. (a) All Exhibit G sets forth a complete and accurate list of all Pledged Collateral which constitute Equity Interests owned by such Grantor or which represent Indebtedness owed to such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect the Notes Agent representing an 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 Administrative Agent or the Notes Agent (as applicable) so that 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 Administrative Agent pursuant to which the Administrative Agent has Control (subject to the foreclosureterms, transfer or disposition thereof by conditions and provisions of the Administrative Agent, Intercreditor Agreement) and (iv) to such Grantor’s knowledge and except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been otherwise disclosed to the Administrative Agent, and (f) as to each such all Pledged Collateral Agreement relating which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such GrantorIndebtedness, is the legal, valid and binding obligation of such Pledged Collateral Agreement contains 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; provided that, with regard to clause (iii) above, the entire agreement between Company may maintain a Securities Account with Xxxxxxx Xxxxx which is not a Control Account for the parties thereto with respect to the subject matter thereof sole purpose of depositing therein deferred compensation payments on behalf of its employees and is in full force and effect officer’s in accordance with its terms, the Company’s existing incentive plan for which accounts are maintained at Xxxxxxx Xxxxx (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under Affiliates) (the “Xxxxxxx Xxxxx Account”); provided further that the aggregate amount from time to time on deposit therein shall not exceed and amount equal to (x) $500,000 minus all distributions or otherwise consented to a material departure withdrawals made from the terms and provisions of any such Pledged Collateral AgreementXxxxxxx Xxxxx Account on or after the Effective Date plus (y) the amount, if any, earned on the amounts on deposit in the Xxxxxxx Xxxxx Account.

Pledged Collateral. (a) All As of the Closing Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral 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. 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 C 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 Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock held by such Grantor has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, issued and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law assessable and any applicable partnership or operating agreement, (bii) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate represents Indebtedness owed to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have by any other Grantor or Subsidiary thereof has been disclosed to duly authorized, authenticated or issued and delivered by the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge issuer of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof Indebtedness and is in full force the legal, valid and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party thereto, there exists no material violation or material issuer and such issuer is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All As of the date hereof and as of the last Update Date, Exhibits E and F set forth complete and accurate lists of all Pledged Collateral owned by such Grantor. Such Grantor is, as of the date hereof or as of the last Update Date, as applicable, the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibits E and F as being owned by it, free and clear of any Liens, except for (i) the security interest granted to the Administrative Agent for the benefit of itself, the Canadian Administrative Agent and the Lenders hereunder, (ii) the security interest granted to the Term Loan Agent for the benefit of the Term Loan Lenders pursuant to the Term Loan Security Documents, and (iii) Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest (other than Equity Interests of any Excluded Subsidiary) has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and, apart from Pledged ULC Shares, non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest (or until the Term Loan Obligation Payment Date, to the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral), either such certificates are Securities as defined in the PPSA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all such Pledged Collateral held by a securities intermediary (other than Collateral consisting of Investment Property held in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issued, and is fully paid and non-assessable, subject in delivered by the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary issuer of such Grantor or Pledged Collateral Indebtedness, to the knowledge of the Grantors, is a legal, valid and binding obligation of such Grantor constituting Instruments issued by 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 Subsidiary of such Grantorproceeding in equity or at law) and, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantordate hereof, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and issuer is not in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. As security for the full and punctual payment and performance of Mezzanine Borrower's Obligations under the Mezzanine Loan Documents, Mezzanine Borrower hereby grants, pledges, hypothecates, transfers and assigns to Mezzanine Lender a first priority and continuing lien on and first priority security interest in all of Mezzanine Borrower’s right, title, ownership, equity or other interests in and to the following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (collectively, the “Pledged Collateral”): (a) All of Mezzanine Borrower's right, title and interest in and to the Pledged Stock held Equity, together with all Equity Interests related to the Pledged Equity which may be issued or granted by such Grantor has been duly and validly issued, and any Pledged Entity to Mezzanine Borrower while this Pledge Agreement is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreementeffect, (b) such Grantor is orall rights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereofEquity, (c) in the case capital of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such GrantorMezzanine Borrower and any and all profits, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral losses, Distributions (defined herein), and allocations attributable to the Administrative Agent Pledged Equity as well as the proceeds of any distribution thereof, whether arising under the terms of any Governing Documents of the Pledged Entity or otherwise, (d) all other payments, if any, due or to become due, to Mezzanine Borrower and all other present or future claims by Mezzanine Borrower against any Pledged Entity, or in respect of the Pledged Equity, under or arising out of (i) any Governing Document of any Pledged Entity, (ii) monies loaned or advanced, for services rendered or otherwise, (iii) any other contractual obligations, commercial tort claims, supporting obligations, damages, insurance proceeds, condemnation awards or other amounts due to Mezzanine Borrower from the Pledged Entity or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunderEquity, (e) Mezzanine Borrower's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Equity, (f) to the extent permitted by applicable law, Mezzanine Borrower's rights, if any, in any Pledged Entity pursuant to any Governing Document of any Pledged Entity, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Mezzanine Borrower relating to any Pledged Equity, including without limitation, the right to (i) execute any instruments and to take any and all other action on behalf of and in the name of Mezzanine Borrower in respect of any Pledged Collateral Agreements which affect Equity, (ii) exercise any and all voting, consent and management rights of Mezzanine Borrower in or relate to the voting or giving of written consents with respect to any Pledged Entity, (iii) exercise any election (including, but not limited to, election of the remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Stock pledged by such Grantor have been disclosed to the Administrative AgentEntity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (fv) file any claims and to take any action in connection with any of the foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any Pledged Entity, (g) all Investment Property (as such term is defined in Section 9-102 of the Uniform Commercial Code in effect in the [State of New York], as amended, modified, revised or restated from time to each such time, the “UCC”) issued by or relating to any Pledged Collateral Agreement Entity, or otherwise relating to the Pledged Stock pledged Equity, (h) all Equity Interests or other property now or hereafter acquired by such GrantorMezzanine Borrower as a result of any mergers, acquisitions, exchange offers, recapitalizations of any type, contributions to capital, or the exercise of options or other rights relating to the Pledged Equity, and (i) to the best knowledge extent not otherwise included: (i) all assets and personal property of such GrantorMezzanine Borrower in any way arising from, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect related to, or pertaining to Mezzanine Borrower’s right, title and interest in and to the subject matter thereof Pledged Entity or any Pledged Equity; and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions all proceeds of any such or all of the foregoing (including, without limitation, insurance proceeds and distributions on the Pledged Collateral AgreementEquity), as applicable.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to in any material respect the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Guarantee & Collateral Agreement Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All So long as no Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Term B-2 Lenders’ rights, remedies or interest in any of the Pledged Stock held by Loan Documents. The Second Lien Collateral Agent shall execute and deliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such Grantor has been duly proxies, powers of attorney, dividend and validly issuedother orders, and is fully all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions Second Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148180534.4 or proceeds on the Pledged Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and non-assessablebe continuing, subject in whether or not the case Second Lien Secured Parties or any of Pledged Stock constituting partnership interests them exercise any available right to declare any Second Lien Obligations due and payable or limited liability company membership interests seek or pursue any other relief or remedy available to future assessments required them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Second Lien Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Second Lien Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the BrandCo Intercreditor Agreement. Subject to the BrandCo Intercreditor Agreement, if the Second Lien Collateral Agent shall so request in writing at the direction of the Required Term B-2 Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Second Lien Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any applicable partnership such dividend or operating agreementdistribution theretofore paid to the Second Lien Collateral Agent shall, upon request of the Subsidiary Guarantors (bexcept to the extent theretofore applied to the Second Lien Obligations), be returned by the Second Lien Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Second Lien Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor is orSubsidiary Guarantor, and such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby or as set forth in the case of BrandCo Intercreditor Agreement, pay any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor dividend or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or other payment with respect to the foreclosure, transfer or disposition thereof by Pledged Shares directly to the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) Second Lien Collateral Agent for the Pledged Stock pledged by such Grantor constitute all benefit of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral AgreementSecond Lien Secured Parties.

Pledged Collateral. (a) All As of the Effective Date, or the effective date of a Security Agreement Supplement, as applicable, Exhibit F sets forth a complete and accurate list of all of the Pledged Stock held 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 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 Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and validly issued, and is are fully paid and non-assessable, subject (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the case UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Stock constituting partnership interests Collateral held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or limited liability company membership interests to future assessments required under applicable law issued and any applicable partnership or operating agreementdelivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) such Grantor is orIn addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the case securities registration, securities disclosure or similar laws of any jurisdiction to which such additional Pledged Collateral will be, the legal record and beneficial owner thereofissuance or transfer may be subject, (cii) in as of the case Effective Date, no options, warrants, calls or commitments of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of any character whatsoever (A) exist relating to such Pledged Collateral or such additional (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoissue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

Pledged Collateral. Any Loan Party shall, (a) All at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock held Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock Loan Party constituting partnership interests or limited liability company membership interests interests, shall, to future assessments required under applicable law the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any applicable partnership or operating agreement, event within three (b3) such Grantor is or, in Business Days after receipt thereof by Loan Party) to the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, Agent; (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor upon acquiring any new Equity Interests constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosureInstruments constituting Collateral, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, within five (d5) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, Business Days (i) deliver to the best knowledge of Agent an updated Schedule 1 hereto, in form reasonably satisfactory to Agent, identifying such Grantoradditional Equity Interests, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect which shall be attached to the subject matter thereof and is in full force and effect in accordance with its termsthis Agreement, (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Loan Party other than Parent or Controlled Entity, to the best knowledge extent the Organizational Documents of such Grantor party theretoLoan Party or Controlled Entity do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, there exists no material violation Loan Party’s or material default under any such Pledged Collateral Agreement by such Grantor Controlled Entity’s shall not be required to deliver stock certificates, stock powers or the other parties theretocontrol agreements, and (iii) such Grantor has not knowingly waived to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Loan Party shall, nor shall any Loan Party permit any Controlled Entity, enter into any agreement restricting its ability to vote the Equity Interests or released any of its material rights under assigning or otherwise consented transferring or restricting its ability to a material departure from vote the Equity Interests owned by such Loan Party or Controlled Entity other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms and provisions for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of any such remedies with respect to Pledged Collateral AgreementCollateral.

Pledged Collateral. (a) All As of the date hereof and as of the last Update Date, Exhibit F and G set forth complete and accurate lists of all Pledged Collateral owned by such Grantor. Such Grantor is, as of the date hereof or as the last Update Date, as applicable, the direct, sole beneficial owner and sole holder of record of the Pledged Stock Collateral listed on Exhibit F and G as being owned by it, free and clear of any Liens, except for (i) the security interest granted to the Administrative Agent for the benefit of itself, the Canadian Administrative Agent and the Lenders hereunder, (ii) the security interest granted to the Term Loan Agent for the benefit of the Term Loan Lenders pursuant to the Term Loan Security Documents, and (iii) Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest (other than Equity Interests of any Excluded Subsidiary) has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and, apart from Pledged ULC Shares, non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest (or until the Term Loan Obligation Payment Date, to the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral), 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 Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all such Pledged Collateral held by a securities intermediary (other than Collateral consisting of Investment Property held in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) subject to the ABL-Term Loan Intercreditor Agreement, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and validly issued, and is fully paid and non-assessable, subject in delivered by the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary issuer of such Grantor or Pledged Collateral Indebtedness, to the knowledge of the Grantors, is a legal, valid and binding obligation of such Grantor constituting Instruments issued by 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 Subsidiary of such Grantorproceeding in equity or at law) and, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantordate hereof, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and issuer is not in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Stock held Collateral listed on Exhibit E as being owned by such 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 an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to its bailee for perfection representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative AgentAgent so that the 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 Securities Account Control Agreement pursuant to which the Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been otherwise disclosed to the Administrative Agent, and (f) as to each such all Pledged Collateral Agreement relating representing Indebtedness owed to such Grantor and delivered to the Pledged Stock pledged Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and delivered by such Grantor, (i) to the best knowledge issuer of such GrantorIndebtedness, such Pledged Collateral Agreement contains is the entire agreement between the parties thereto with respect to the subject matter thereof legal, valid and is in full force and effect in accordance with its terms, (ii) to the best knowledge binding obligation of such Grantor party theretoissuer and such issuer (subject to applicable bankruptcy, there exists no material violation insolvency, reorganization, moratorium or material other laws affecting creditors’ rights generally) is not in default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementthereunder.

Pledged Collateral. (a) All Unless and until an Event of Default shall have occurred and is continuing, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Stock held Collateral, to the extent not prohibited under the Credit Agreement. At the request of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the sole and exclusive right and authority to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject shall be held in trust for the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is orAdministrative Agent and, in accordance with the case of any such additional Pledged Collateral will beAdministrative Agent’s instructions, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral remitted to the Administrative Agent or deposited to an account with respect the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). All dividends, interest, principal or other distributions received by any Grantor contrary to the foreclosure, transfer or disposition thereof by provisions of this ‎Section 6‎(b) shall be held in trust for the benefit of the Administrative Agent, except as provided under applicable securities shall be segregated from other property or “Blue Sky” laws, (d) the Pledged Stock pledged by funds of such Grantor constitute all and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Following the issued occurrence and outstanding shares during the continuation of Capital Stock an Event of each Issuer owned by such Grantor (except for Excluded Assets)Default, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any distributions and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents payments with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence and during the continuation of an Event of Default, following prior written notice to the any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Stock pledged Collateral held by such Grantor, (i) and to the best knowledge exercise all rights of such Grantorconversion, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its termsexchange, (ii) to the best knowledge of such Grantor party subscription or any other rights, privileges or options pertaining thereto, there exists as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no material violation or material default under duty to exercise any such Pledged Collateral Agreement by of the foregoing rights afforded to it and shall not be responsible to such Grantor or the any other parties thereto, and (iii) such Grantor has not knowingly waived Person for any failure to do so or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreementdelay in doing so.

Pledged Collateral. Schedule IV 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 Schedule IV as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (a) All of the all Pledged Stock held Collateral owned by such Grantor it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, ; (b) with respect to any certificates delivered to the Notes Collateral Agent (or the ABL Agent as bailee pursuant to the Intercreditor Agreement) representing an 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 is or, in has taken steps to perfect the case Notes Collateral Agent’s security interest therein as a General Intangible through the filing of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, a Financing Statement; (c) the Grantor (i) has the power and authority to pledge the Pledged Collateral in the case manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and the Lien created by this Agreement or the other Security Documents), however arising, of all Persons whomsoever; (d) by virtue of the execution and delivery by the Grantor of this Agreement, and the delivery by the Grantor to the Notes Collateral Agent (or the ABL Agent as bailee of the Notes Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, of the stock certificates or other certificates or documents representing or evidencing such Pledged Stock Collateral accompanied by stock powers or endorsements, as applicable, executed in blank in accordance with the terms of this Agreement, the Notes Collateral Agent will obtain a Subsidiary valid and perfected Lien upon, and security interest in, the Pledged Collateral as security for the payment and performance of the Secured Obligations; (e) all information set forth herein relating to the Pledged Collateral is accurate and complete in all material respects as of the date hereof; and (f) none of the Pledged Securities constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System. In addition, (x) none of the Pledged Collateral owned by such Grantor has been issued or Pledged Collateral transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject and (y) no consent, approval, authorization or other action by, and no giving of notice or filing with, any governmental authority or any other Person is required for the pledge by such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such additional Grantor, or for the exercise by the Notes Collateral Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agentthis Agreement, except as provided under applicable may be required in connection with such disposition by laws affecting the offering and sale of securities or “Blue Sky” lawsgenerally. Except as set forth in Schedule IV, (d) the Pledged Stock pledged by such Grantor constitute all owns 100% of the issued and outstanding shares of Capital Stock of each Issuer Equity Interests which constitute Pledged Collateral owned by such Grantor it (except for as otherwise provided in the definition of Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. (a) All Exhibit D sets forth a complete and accurate list of all of the Pledged Stock held Collateral, as such exhibit may be amended with Administrative Agent’s consent, not to be unreasonably withheld or delayed. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by such it, free and clear of any Liens, except for (i) the first priority security interest of the SPV Collateral Agent in the Pledged Collateral; (ii) the second priority security interest granted to the Administrative Agent for the benefit of the Lenders hereunder; and (iii) the third priority security interests of the Senior Subordinated Agent. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued, and is are fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests (ii) with respect to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral certificates delivered to the Administrative Agent or with respect to representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the foreclosure, transfer or disposition thereof UCC as a result of actions by the Administrative Agentissuer or otherwise, except as provided under applicable securities or “Blue Sky” lawsor, (d) if such certificates are not Securities, the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to has so informed the Administrative Agent, and (f) Agent so that the Administrative Agent may take steps to perfect its security interest therein as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties theretoa General Intangible, and (iii) such Grantor all Pledged Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has not knowingly waived Control. (b) In addition, (i) none of the Pledged Collateral has been issued or released any transferred in violation of its material rights under the securities registration, securities disclosure or otherwise consented to a material departure from the terms and provisions similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral Agreement.or