Common use of DECLARATION OF PLEDGE Clause in Contracts

DECLARATION OF PLEDGE. 2.1. As security for the payment or performance, as the case may be, in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of its Secured Obligations, the Pledgor hereby pledges, and the Collateral Agent acting as Administrative Agent and Collateral Agent for itself and for the Secured Parties, accepts, all of the Pledged Assets, as continuing first ranking security (“gage”) in favour of the Collateral Agent in accordance in particular with the Collateral Law and article 114 and following of the Luxembourg Commercial Code. 2.2. For the avoidance of doubt, the Pledgor confirms, and the Collateral Agent accepts, that any Securities issued to (or acquired by, or exchanged with the Securities existing on the date hereof in any way) the Pledgor after the date hereof, are immediately subject to the Pledge upon issuance to (or acquisition by or exchange by) the Pledgor. 2.3. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the US Securities Act 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 US SEC of separate financial statements of any Affiliate of the Parent Borrower due to the fact that a security interest in such Affiliate’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of any Other Secured Obligations then, solely to the extent securing such Other Secured Obligations, (i) the security interest granted pursuant to this Agreement or any other Loan Document in such Equity Interests or other securities (the “3-16 Excluded Collateral”) shall automatically be deemed to be released and (ii) the 3-16 Excluded Collateral shall automatically be deemed to not be, and to not have been, Pledged Assets, in each case to the extent necessary to render such requirement inapplicable. In such event, this Agreement or any other Loan Document may be amended or modified, without the consent of any Secured Party, to the extent necessary to evidence the release of the Liens on the Equity Interests or other securities that are so deemed no longer to constitute Pledged Assets. For avoidance of doubt, nothing in this paragraph shall result in any release or termination of the security interest granted pursuant to this Agreement or any other Loan Document in any 3-16 Excluded Collateral to the extent such security interest secures the Credit Facilities Obligations or any Permitted Secured Debt in the form of term loans. 2.4. The Company recognises and accepts the Pledge in accordance with the provisions of Luxembourg law.

DECLARATION OF PLEDGE. 2.1. As security for the payment or performance, as the case may be, in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of its the Secured Obligations, the Pledgor hereby pledgespledges and grants a security interest in, and the Collateral Agent acting as Administrative Agent and Collateral Agent for itself and for the Secured Parties, acceptsaccepts a security interest in, all of the Pledged Assets, as continuing first ranking security (“gage”) in favour of the Collateral Agent in accordance in particular with the Collateral Law and article 114 and following of the Luxembourg Commercial CodeAgent. 2.2. For the avoidance of doubt, the Pledgor confirms, and the Collateral Agent accepts, that any Securities Notes or Shares issued to (or acquired by, by or exchanged with for the Securities Shares existing on the date hereof in any way) the Pledgor after the date hereof, are immediately subject to the Pledge upon issuance to (or acquisition by or exchange by) the Pledgor. 2.3. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the US Securities Act 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 US SEC of separate financial statements of any Affiliate of the Parent Borrower due to the fact that a security interest in such Affiliate’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of any Other Secured Obligations Obligations, then, solely to the extent securing such Other Secured Obligations, (i) the security interest granted pursuant to this Agreement or any other Loan Document in such Equity Interests or other securities (the “3-16 Excluded Collateral”) shall automatically be deemed to be released and (ii) the 3-16 Excluded Collateral shall automatically be deemed to not be, and to not have been, Pledged Assets, in each case to the extent necessary to render such requirement inapplicable. In such event, this Agreement or any other Loan Document may be amended or modified, without the consent of any Secured Party, to the extent necessary to evidence the release of the Liens on the Equity Interests or other securities that are so deemed no longer to constitute Pledged Assets. For avoidance of doubt, nothing in this paragraph shall result in any release or termination of the security interest granted pursuant to this Agreement or any other Loan Document in any 3-16 Excluded Collateral to the extent such security interest secures the Credit Facilities Obligations or any Permitted Secured Debt in the form of term loans. 2.4. The Company recognises and accepts the Pledge in accordance with the provisions of Luxembourg law.