Common use of Pledged Equity Clause in Contracts

Pledged Equity. The Pledged Equity identified under the name of such Obligor in Schedule 2 is, and all other Pledged Equity in which such Obligor shall hereafter grant a security interest pursuant to Section 2 will (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such restriction contained herein or in the Indentures, or under such organizational instruments). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Pledged Equity identified under the name of such Obligor Securing Party in Schedule 2 1 (Part 2) is, and all other Pledged Equity in which such Obligor Securing Party shall hereafter grant a security interest pursuant to Section 2 Article III will (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument document of the respective Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such restriction contained herein or identified in the Indentures, or under such organizational instrumentsSchedule 1 (Part 1)). The Pledged Equity identified under the name of such Obligor Securing Party in Schedule 2 hereto 1 (Part 2) constitutes all of the issued and outstanding shares of Capital Stock capital stock, partnership or other ownership interest of any class or character of each Issuer the Issuers (and, in the case of any direct Foreign Subsidiary, 65% of the voting common stock thereof and 100% of any other capital stock thereof) beneficially owned by such Obligor Securing Party on the date hereof, hereof (whether or not registered in the name of such Obligor Securing Party) and Schedule 1 (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto Part 2) correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, Equity and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Initial Pledged Equity identified under constitute (a) 100% of the issued and outstanding Stock of each Issuer beneficially owned by such Pledgor on the date hereof (other than any Stock held in a Securities Account referred to in Annex 5), whether or not registered in the name of such Obligor Pledgor. Annex 3 correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity and (in Schedule 2 the case of any corporate Issuer) the respective class and par value of such Stock, whether such Stock is certificated and the respective number of shares of such Stock (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity is, and all other Pledged Equity in which such Obligor Pledgor shall hereafter grant a security interest pursuant to Section 2 4 will be, (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in Stock issued by a corporation), ) and (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equitythereof, upon the transfer of such Pledged Equity (except for any such restriction contained herein or in the IndenturesLoan Documents, or under such organizational instruments). The All certificates, agreements or instruments representing or evidencing the Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor existence on the date hereof, whether hereof have been delivered to the Collateral Agent in a suitable form for transfer by delivery or not registered accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the name Collateral Agent of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificateCollateral Agent has a perfected first priority security interest therein.

Pledged Equity. The Pledged Equity identified in Annex 3 hereto constitutes all of the issued and outstanding Equity Interests of all classes of Equity Interests of each Share Issuer beneficially owned by each Grantor on the date hereof (or will be updated to correctly identify at such time on the date such Grantor becomes a party hereto to correctly identify at such time) (but (A) not in excess of 65% of the issued and outstanding shares of any class of the Equity Interests of any Foreign Subsidiary and (B) excluding the Excluded Property), whether or not registered in the name of the Grantor (or, in the case of any supplement to said Annex 3 upon the execution and delivery of a supplement effecting such pledge, as of the date of such supplement). Annex 3 hereto correctly identifies, as at the date hereof (or on the date such Grantor becomes a party hereto), with respect to each Share Issuer, (i) each class of Equity Interests to the extent that it constitutes Collateral, (ii) the number of shares, units or other divisions of interests of such Equity Interests that are authorized and outstanding, (iii) whether such Equity Interests are certificated, a description of any such certificates and the number of shares, units or other interests represented by such certificates and (iv) the registered owner, or other owner or holder thereof. The Pledged Equity identified under the name of such Obligor each Grantor in Schedule 2 Annex 3 is, and all other Pledged Equity in which such Obligor the Grantors shall hereafter grant a security interest pursuant to Section 2 this Agreement or any supplement hereto will be (iA) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (iiB) constitute legal, valid and binding obligations of such Obligors the Grantors (in the case of any equity interest in a partnership) and (iiiC) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such restriction contained herein or in the Indentures, or under such organizational instruments). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Pledged Equity identified in Annex 3 hereto constitutes all of the issued and outstanding Equity Interests of all classes of Equity Interests of each Share Issuer beneficially owned by each Grantor on the date hereof (or will be updated to correctly identify at such time on the date such Grantor becomes a party hereto to correctly identify at such time) (but (A) not in excess of 65% of the issued and outstanding shares of any class of the Equity Interests of any Foreign Subsidiary and (B) excluding the Excluded Property), whether or not registered in the name of the Grantor (or, in the case of any supplement to said Annex 3 upon the execution and delivery of a supplement effecting such pledge, as of the date of such supplement). Annex 3 hereto correctly identifies, as at the date hereof (or on the date such Grantor becomes a party hereto), with respect to each Share Issuer, (i) each class of Equity Interests to the extent that it constitutes Collateral, (ii) the number of shares, units or other divisions of interests of such Equity Interests that are authorized and outstanding, (iii) whether such Equity Interests are certificated, a description of any such certificates and the number of shares, units or other interests represented by such certificates and (iv) and the registered owner, or other owner or holder thereof. The Pledged Equity identified under the name of such Obligor each Grantor in Schedule 2 Annex 3 is, and all other Pledged Equity in which such Obligor the Grantors shall hereafter grant a security interest pursuant to Section 2 this Security Agreement or any supplement hereto will be (iA) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (iiB) constitute legal, valid and binding obligations of such Obligors the Grantors (in the case of any equity interest in a partnership) and (iiiC) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such restriction contained herein or in the Indentures, or under such organizational instruments). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Initial Pledged Equity identified under constitute (a) 100% of the issued and outstanding Capital Stock of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Securing Party on the date hereof, whether or not registered in the name of such Obligor Securing Party and (b) in Schedule the case of each Issuer which is a Foreign Subsidiary and directly owned by the Borrower or any Domestic Subsidiary, 66% of the issued and outstanding Capital Stock of such Issuer (or such lesser percentage of the Capital Stock of such Issuer beneficially owned by such Securing Party on the date hereof), in each case whether or not registered in the name of such Securing Party. Annex 2 is(Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof and the respective number of shares or interests thereof (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity of any Subsidiary in which such Obligor Securing Party shall Security Agreement hereafter grant a security interest pursuant to Section 2 3 will be, (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in Capital Stock issued by a corporation), ) and (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest Capital Stock in any other entity), and none of such Pledged Equity is are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon on the transfer of such Pledged Equity (except for any such restriction imposed by any Requirement of Law or those contained herein or in the Indentures, or under such organizational instrumentsother Loan Documents). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Pledged Equity identified under the name of such Obligor Securing Party in Schedule 2 Annex 1 (Part 2) is, and all other Pledged Equity in which such Obligor Securing Party shall hereafter grant a security interest pursuant to Section 2 Article III will (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument document of the respective Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such restriction contained herein or identified in the Indentures, or under such organizational instrumentsAnnex 1 (Part 1)). The Pledged Equity identified under the name of such Obligor Securing Party in Schedule 2 hereto Annex 1 (Part 2) constitutes all of the issued and outstanding shares of Capital Stock capital stock, partnership or other ownership interest of any class or character of each Issuer the Issuers (and, in the case of Foreign Subsidiaries, 65% of the voting common stock thereof and 100% of any other capital stock thereof) beneficially owned by such Obligor Securing Party on the date hereof, hereof (whether or not registered in the name of such Obligor Securing Party) and Annex 1 (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto Part 2) correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, Equity and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Initial Pledged Equity identified under constitute (a) 100% of the issued and outstanding Capital Stock of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Securing Party on the date hereof, whether or not registered in the name of such Obligor Securing Party and (b) in Schedule the case of each Issuer which is a Foreign Subsidiary and directly owned by the Borrower or any Domestic Subsidiary, 65% of the issued and outstanding Capital Stock of such Issuer (or such lesser percentage of the Capital Stock of such Issuer beneficially owned by such Securing Party on the date hereof), in each case whether or not registered in the name of such Securing Party. Annex 2 is(Part B) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof and the respective number of shares or interests thereof (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity of any Subsidiary in which such Obligor Securing Party shall hereafter grant a security interest pursuant to Section 2 3 will be, (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in Capital Stock issued by a corporation), ) and (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest Capital Stock in any other entity), and none of such Pledged Equity is are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon on the transfer of such Pledged Equity (except for any such restriction imposed by any Requirement of Law or those contained herein or in the Indentures, or under such organizational instrumentsother Loan Documents). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.

Pledged Equity. The Initial Pledged Equity identified under constitute (a) 100% of the issued and outstanding Capital Stock of each Issuer (other than a FSHCo or a Foreign Subsidiary) beneficially owned by such Securing Party on the date hereof, whether or not registered in the name of such Obligor Securing Party and (b) in Schedule the case of each Issuer which is a FSHCo or a Foreign Subsidiary and directly owned by the Borrower or any Securing Party, 65% of the issued and outstanding Capital Stock of such Issuer (or such lesser percentage of the Capital Stock of such Issuer beneficially owned by such Securing Party on the date hereof), in each case whether or not registered in the name of such Securing Party. Annex 2 is(Part B) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof and the respective number of shares or interests thereof (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity of any Subsidiary in which such Obligor Securing Party shall hereafter grant a security interest pursuant to Section 2 3 will be, (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in Capital Stock issued by a corporation), ) and (ii) constitute legal, valid and binding obligations of such Obligors (in the case of any equity interest in a partnership) and (iii) be duly issued and outstanding (in the case of any equity interest Capital Stock in any other entity), and none of such Pledged Equity is are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer of such Pledged Equity, upon on the transfer of such Pledged Equity (except for any such restriction imposed by any Requirement of Law or those contained herein or in the Indentures, other Loan Documents or under such organizational instrumentsas otherwise permitted by the Credit Agreement). The Pledged Equity identified under the name of such Obligor in Schedule 2 hereto constitutes all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor on the date hereof, whether or not registered in the name of such Obligor (or, in the case of any supplement to said Schedule 2 upon the execution and delivery of an Assumption Agreement, or other supplement effecting such pledge, will constitute all of the issued and outstanding shares of Capital Stock of any class of each Issuer beneficially owned by such Obligor and listed in such supplement as of the date of such supplement). Schedule 2 hereto correctly identifies, as at the date hereof, the respective Issuers of such Pledged Equity, and (in the case of any corporate Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate.