Common use of Pledged Equity Interests Clause in Contracts

Pledged Equity Interests. (a) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the Equity Interests of each present and future Subsidiary of each Loan Party (including those listed on Schedule 4.21) (all of the preceding and all proceeds, the “Pledged Equity Interests”). If, however, any grant hereunder would reasonably be expected to result in a material adverse tax consequence to the granting Loan Party with respect to its Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, the Pledged Equity Interests do not include any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (within the meaning of Treasury Regulations section 1.956-2(c)(2)) to be pledged. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 is a complete and accurate list of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) the Loan Parties have executed appropriate transfer powers with respect to the Pledged Equity Interests and have deposited the Pledged Equity Interests and transfer powers with Lender; (3) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to any certificates delivered to Lender representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 of the UCC, or (y) if they are not Securities, then the Loan Parties must immediately inform ▇▇▇▇▇▇ in writing so that Lender may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of the UCC without Lender’s prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement establishing Lender’s control; (6) none of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosure, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.21, there are no options, warrants, calls, or commitments whatsoever relating to the Pledged Equity Interests or that obligate the issuer of any Pledged Equity Interests to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s pledge of the Pledged Equity Interests under this Agreement or for Lender’s exercise of any remedies with respect to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity Interests.

Pledged Equity Interests. Cause one hundred percent (a100%) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the Equity Interests in each of each present its direct or indirect Domestic Subsidiaries (other than U.S. Foreign Holdcos, Unrestricted Subsidiaries, Immaterial Domestic Subsidiaries and future Subsidiary direct or indirect Subsidiaries of each Loan Party Foreign Subsidiaries) and sixty-five percent (including those listed on Schedule 4.2165%) (all or such greater percentage that, as a result of the preceding and all proceedsa Change in Law, the “Pledged Equity Interests”). If, however, any grant hereunder would could not reasonably be expected to result cause the undistributed earnings of such Foreign Subsidiary or U.S. Foreign Holdco, as applicable, as determined for U.S. federal income tax purposes, to be included in the income of a material direct, indirect or constructive shareholder of such Foreign Subsidiary or U.S. Foreign Holdco or otherwise to cause any materially adverse tax consequence consequences to the granting Loan Party with respect to its Borrower or any Guarantor) of the voting Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, and one hundred percent (100%) of the Pledged non-voting Equity Interests do not include (provided that any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital constituting “stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (vote” within the meaning of Treasury Regulations Regulation section 1.956-2(c)(2)) shall be treated as voting Equity Interests) of its first-tier Foreign Subsidiaries (other than Unrestricted Subsidiaries and Immaterial Foreign Subsidiaries) and its U.S. Foreign Holdcos, in each case to the extent directly owned by such Credit Party, to be pledged. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 is subject to a complete and accurate list first priority, perfected Lien in favor of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) the Loan Parties have executed appropriate transfer powers with respect Administrative Agent pursuant to the Pledged Equity Interests terms and have deposited the Pledged Equity Interests and transfer powers with Lender; (3) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to any certificates delivered to Lender representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 conditions of the UCCSecurity Documents; provided that the Credit Parties shall not be required to grant or maintain any such Liens after the Collateral Release Date and the Administrative Agent shall promptly take all action reasonably required to release such Liens, including the delivery to the Borrower of all stock certificates and stock powers held by the Administrative Agent and the filing of UCC financing termination statements; provided, further, however, if, on or (y) if they are not Securitiesafter the Collateral Release Date, then the Loan Parties must immediately inform Borrower’s corporate family rating from ▇▇▇▇▇’▇ in writing so that Lender may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of is downgraded below Baa3 or the UCC without LenderBorrower’s prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement establishing Lender’s control; (6) none of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosurecorporate rating from S&P is downgraded below BBB-, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.21, there are no options, warrants, calls, or commitments whatsoever relating to either the Pledged Equity Interests or that obligate the issuer of any Pledged Equity Interests to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan PartyBorrower’s pledge of the Pledged Equity Interests under this Agreement or for Lender’s exercise of any remedies with respect to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and corporate family rating from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇’▇ will give or the Loan Borrower’s corporate rating from S&P fails to be in effect, each Credit Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except shall grant to the extent specifically Administrative Agent the Liens contemplated by this Section 7.12 and shall take all actions required hereunder to reinstate the Liens on Collateral granted pursuant to the Security Documents immediately prior to the Collateral Release Date. In the event that (a) a Guarantor is designated by the preceding sentenceBorrower as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, (b) waives notice any Equity Interests pledged under the Pledge Agreement are Disposed of in a transaction not prohibited under the terms of this Credit Agreement, (c) any kind issuer of Equity Interests pledged under the Pledge Agreement is dissolved in compliance with this Credit Agreement, (d) any Pledgor is released, dissolved or the subject of a merger (in which the Pledgor is not the surviving entity) in a transaction permitted under this Credit Agreement (including, without limitation, pursuant to Section 7.09), (e) any Pledgor is no longer required to be a Credit Party by the terms of this Credit Agreement, including, without limitation, due to such Pledgor ceasing to be a Guarantor pursuant to the terms of this Credit Agreement or (f) any Equity Interests pledged under the Pledge Agreement are no longer required to be pledged by the terms of this Credit Agreement, the Lien on such Equity Interests or such Pledgor, as the case may be, shall be automatically released without the need for any further action, and the Administrative Agent shall promptly take such actions reasonably requested by, and at the expense of, the Credit Parties to evidence the release of the Lien on such Equity Interests or to release such Pledgor, including without limitation the delivery to the Borrower of such Subsidiary’s certificated Equity Interests and stock powers previously delivered to it, if any, and the filing of a UCC termination statement with respect to a sale of any of the Pledged UCC financing statement pertaining to such Equity Interests.

Pledged Equity Interests. (a) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, The Initial Pledged Equity Interests constitute (i) 100% of the issued and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the outstanding Equity Interests of each present and future Issuer other than a non-Domestic Subsidiary of each Loan Party beneficially owned by a Grantor on the date hereof (including those listed on Schedule 4.21) (all of the preceding and all proceeds, the “Pledged Equity Interests”). If, however, any grant hereunder would reasonably be expected to result in a material adverse tax consequence to the granting Loan Party with respect to its Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, the Pledged Equity Interests do not include other than any Equity Interests held in a Securities Account referred to in Annex VII (as such Annex may be amended or supplemented from time to time)), and (ii) in the case of each Issuer that Foreign Subsidiary to the extent that it would cause more than is a non-Domestic Subsidiary, (A) 65% of the total combined issued and outstanding shares of voting power stock of such Issuer and (B) 100% of all classes other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or similar not registered in the name of such Grantor. Annex III (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity Interests and (in the case of any first-tier Foreign Subsidiary corporate Issuer) the respective class and par value of such Equity Interests and the respective number of such Equity Interests (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)and registered owner thereof) which are entitled to vote (within the meaning of Treasury Regulations section 1.956-2(c)(2)) to be pledgedrepresented by each such certificate. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 is a complete and accurate list of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) the Loan Parties have executed appropriate transfer powers with respect to the The Pledged Equity Interests are, and have deposited the all other Pledged Equity Interests and transfer powers with Lender; in which such Grantor shall hereafter grant a security interest pursuant to Article III will be, (3i) all Pledged Equity Interests have been duly authorized, validly issuedexisting, are fully paid and non-assessable; non‑assessable (4in the case of any Equity Interests issued by a corporation) with respect to and (ii) duly issued and outstanding (in the case of any certificates delivered to Lender representing Equity Interests in any Pledged Equity Interestsother entity), either (x) they are Securities as defined in Article 8 and none of the UCC, or (y) if they are not Securities, then the Loan Parties must immediately inform ▇▇▇▇▇▇ in writing so that Lender may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of the UCC without Lender’s prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are or will be subject to a Control Agreement establishing Lender’s control; (6) none any contractual restriction on the transfer of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosure, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.21, there are no options, warrants, calls, or commitments whatsoever relating to the Pledged Equity Interests or that obligate the issuer of any Pledged Equity Interests to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s pledge of the Pledged Equity Interests under this Agreement or for Lender’s exercise of any remedies with respect to the such Pledged Equity Interests (except as may be required for any such restriction contained herein or in connection with the disposition by laws affecting Loan Documents, or under the offering and sale organizational documents of securities generallysuch Issuer). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity Interests.

Pledged Equity Interests. (a) Except as provided in this subsectionthe following sentence, each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the Equity Interests of each present and future Subsidiary of each Loan Party (including those listed on Schedule 4.214.20(a)) (all of the preceding and all proceeds, the “Pledged Equity Interests”). If, however, any this grant hereunder would reasonably be expected to result in a material adverse tax consequence to the granting Loan Party with respect to its Equity Interests in a Foreign Subsidiary as determined by Lender the Administrative Agent in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, the Pledged Equity Interests do not include any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary Subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (within the meaning of Treasury Regulations section 1.956-2(c)(2)) to be pledged. (b) Each Loan Party represents and warrants that (1i) Schedule 4.21 4.20(b) is a complete and accurate list of each Loan Party’s (and its Subsidiaries’) issued and outstanding EquityEquity Interests (excluding, solely with respect to Owlet, an itemized list of the owners of Owlet’s common stock); (2ii) the Loan Parties have executed appropriate transfer powers with respect to the Pledged Equity Interests and have deposited the Pledged Equity Interests and transfer powers with Lenderthe Administrative Agent (to the extent such Pledged Equity Interests are certificated, it being acknowledged by the Loan Parties that as of the Closing Date, no Pledged Equity Interests are certificated); (3iii) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4iv) with respect to any certificates delivered to Lender the Administrative Agent representing any Pledged Equity Interests, either (x1) they are Securities (used herein as such term is defined in Article 8 of the UCC), or (y2) if they are not Securities, then the Loan Parties must immediately inform ▇▇▇▇▇▇ the Administrative Agent in writing so that Lender the Administrative Agent may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of the UCC without Lenderthe Administrative Agent’s prior written consent); (5v) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement control agreement establishing Lenderthe Administrative Agent’s control; (6vi) none of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosure, or similar laws of any jurisdiction; (7vii) except as listed on Schedule 4.214.20(c), there are no options, warrants, calls, or commitments whatsoever relating to the Pledged Equity Interests or that obligate the issuer of any Pledged Equity Interests to issue additional Equity Interests; and (8) viii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s pledge of the Pledged Equity Interests under this Agreement or for Lenderthe Administrative Agent’s exercise of any remedies with respect to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1i) each Loan Party authorizes Lender the Administrative Agent to transfer the Pledged Equity Interests into Lenderthe Administrative Agent’s (or any nominee’s) name (but Lender the Administrative Agent is not obligated to do so); (2ii) Lender the Administrative Agent may vote the Pledged Equity Interests; (3iii) Lender the Administrative Agent may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4iv) Lender the Administrative Agent has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5v) Lender the Administrative Agent may otherwise sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender the Administrative Agent determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender the Administrative Agent does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ the Administrative Agent will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity Interests.

Pledged Equity Interests. Cause one hundred percent (a100%) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the Equity Interests in each of each present its direct or indirect Domestic Subsidiaries (other than U.S. Foreign Holdcos, Unrestricted Subsidiaries, Immaterial Domestic Subsidiaries and future Subsidiary direct or indirect Subsidiaries of each Loan Party Foreign Subsidiaries) and sixty-five percent (including those listed on Schedule 4.2165%) (all or such greater percentage that, as a result of the preceding and all proceedsa Change in Law, the “Pledged Equity Interests”). If, however, any grant hereunder would could not reasonably be expected to result cause the undistributed earnings of such Foreign Subsidiary or U.S. Foreign Holdco, as applicable, as determined for U.S. federal income tax purposes, to be included in the income of a material direct, indirect or constructive shareholder of such Foreign Subsidiary or U.S. Foreign Holdco or otherwise to cause any materially adverse tax consequence consequences to the granting Loan Party with respect to its Borrower or any Guarantor) of the voting Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, and one hundred percent (100%) of the Pledged non-voting Equity Interests do not include (provided that any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital constituting “stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (vote” within the meaning of Treasury Regulations Regulation section 1.956-2(c)(2)) shall be treated as voting Equity Interests) of its first-tier Foreign Subsidiaries (other than Unrestricted Subsidiaries and Immaterial Foreign Subsidiaries) and its U.S. Foreign Holdcos, in each case to the extent directly owned by such Credit Party, to be pledged. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 is subject to a complete and accurate list first priority, perfected Lien in favor of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) the Loan Parties have executed appropriate transfer powers with respect Administrative Agent pursuant to the Pledged Equity Interests terms and have deposited the Pledged Equity Interests and transfer powers with Lender; (3) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to any certificates delivered to Lender representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 conditions of the UCCSecurity Documents; provided that the Credit Parties shall not be required to grant or maintain any such Liens after the Collateral Release Date and the Administrative Agent shall promptly take all action reasonably required to release such Liens, including the delivery to the Borrower of all stock certificates and stock powers held by the Administrative Agent and the filing of UCC financing termination statements; provided, further, however, if, on or (y) if they are not Securitiesafter the Collateral Release Date, then the Loan Parties must immediately inform Borrower’s corporate family rating from M▇▇▇▇▇’▇ in writing so that Lender may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of is downgraded below Baa3 or the UCC without LenderBorrower’s prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement establishing Lender’s control; (6) none of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosurecorporate rating from S&P is downgraded below BBB-, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.21either the Borrower’s corporate family rating from Moody’s or the Borrower’s corporate rating from S&P fails to be in effect, there are no options, warrants, calls, or commitments whatsoever relating each Credit Party shall grant to the Pledged Equity Interests or that obligate Administrative Agent the issuer of any Pledged Equity Interests Liens contemplated by this Section 7.12 and shall take all actions required hereunder to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s pledge of reinstate the Pledged Equity Interests under this Agreement or for Lender’s exercise of any remedies with respect Liens on Collateral granted pursuant to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect Security Documents immediately prior to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity InterestsCollateral Release Date.

Pledged Equity Interests. (a) Except as provided in this subsection, each Each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s 's present and future rights and title to the Equity Interests of each present and future Subsidiary of each Loan Party (including those listed on Schedule 4.21) 4.20 of the Disclosure Letter), excluding any such Equity Interests that constitute Excluded Assets (all of the preceding and all proceeds, the “"Pledged Equity Interests”"). If, however, any grant hereunder would reasonably be expected to result in a material adverse tax consequence to the granting Loan Party with respect to its Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, the Pledged Equity Interests do not include any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (within the meaning of Treasury Regulations section 1.956-2(c)(2)) to be pledged. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 4.20 of the Disclosure Letter is a complete and accurate list of each Loan Party’s 's (and its Subsidiaries’') issued and outstanding EquityEquity Interests; (2) subject to Section 6.11, the Loan Parties have executed appropriate transfer powers with respect to the all Pledged Equity Interests that are represented by certificates and have deposited the Pledged Equity Interests and transfer powers with Lenderthe Administrative Agent; (3) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to any certificates delivered to Lender the Administrative Agent representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 of the UCC, or (y) if they are not Securities, then the Loan Parties must immediately inform ▇▇▇▇▇▇ the Administrative Agent in writing so that Lender the Administrative Agent may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of the UCC without Lender’s the Administrative Agent's prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement control agreement establishing Lender’s the Administrative Agent's control; (6) none of the Pledged Equity Interests have been issued or transferred in violation of the securities registration, securities disclosure, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.214.20 of the Disclosure Letter, there are no options, warrants, calls, or commitments whatsoever relating to the Pledged Equity Interests or that obligate the issuer of any Pledged Equity Interests to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s 's pledge of the Pledged Equity Interests under this Agreement or for Lender’s the Administrative Agent's exercise of any remedies with respect to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender the Administrative Agent to transfer the Pledged Equity Interests into Lender’s the Administrative Agent's (or any nominee’s's) name (but Lender the Administrative Agent is not obligated to do so); (2) Lender the Administrative Agent may vote the Pledged Equity Interests; (3) Lender the Administrative Agent may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender the Administrative Agent has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender the Administrative Agent may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender the Administrative Agent determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender the Administrative Agent does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ the Administrative Agent will give the Loan Party Representative at least ten (10) 10 days’ ' prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity Interests.

Pledged Equity Interests. With respect to Pledgor, (ai) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, 100% of the issued and pledges and collaterally assigns all outstanding Capital Stock of each Loan Party’s present and future rights and title to the Equity Interests of each present and future Domestic Subsidiary of each Loan Party which is a Subsidiary Guarantor that is directly owned by Pledgor (including those listed on Schedule 4.21) (all of the preceding and all proceeds, the “Pledged Equity InterestsApplicable Domestic Subsidiaries”). If) and (ii) 66% (or such greater percentage that, howeverdue to a change in an applicable Law after the date hereof, any grant hereunder would (A) could not reasonably be expected to result in a material adverse tax consequence to cause the granting Loan Party with respect to its Equity Interests in a undistributed earnings of such Foreign Subsidiary as determined by Lender in its Discretion, then for so long United States federal income tax purposes to be treated as any a deemed dividend to such grant would Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to result in a cause any material adverse tax consequence, the Pledged Equity Interests do not include any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% consequences) of the total combined voting power of all classes of capital stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are issued and outstanding Capital Stock entitled to vote (within the meaning of Treasury Regulations section Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to be pledged. vote (bwithin the meaning of Treas. Reg. Section 1.956-2(c)(2)) Each Loan Party represents in each Foreign Subsidiary which is a Subsidiary Guarantor that is directly owned by Pledgor (the “Applicable Foreign Subsidiaries” and warrants that together with the Applicable Domestic Subsidiaries, the “Applicable Subsidiaries”), including the Capital Stock of the Subsidiaries owned by Pledgor as set forth on Schedule 2(a) hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock and other interests described in clauses (1) Schedule 4.21 is a complete and accurate list of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) below, the Loan Parties have executed appropriate transfer powers with respect to “Pledged Equity”), including, but not limited to, the Pledged Equity Interests and have deposited the Pledged Equity Interests and transfer powers with Lender; following: (31) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to Capital Stock representing a dividend on any certificates delivered to Lender representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 of the UCC, or (y) if they are not Securities, then the Loan Parties must immediately inform ▇▇▇▇▇▇ in writing so that Lender may take steps to perfect its Lien as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined in Article 8 of the UCC without Lender’s prior written consent); (5) all Pledged Equity Interests held by a securities intermediary are subject to a Control Agreement establishing Lender’s control; (6) none of the Pledged Equity Interests have been issued Equity, or transferred representing a distribution or return of capital upon or in violation respect of the securities registration, securities disclosurePledged Equity, or similar laws of resulting from a stock split, revision, reclassification or other exchange therefor, and any jurisdiction; (7) except as listed on Schedule 4.21, there are no optionssubscriptions, warrants, callsrights or options issued to the holder thereof, or commitments whatsoever relating to otherwise in respect of the Pledged Equity Interests Equity; and (2) in the event of any consolidation or that obligate merger involving the issuer of any Pledged Equity Interests and in which such issuer is not the surviving Person, all shares of each class of the Capital Stock of the successor Person formed by or resulting from such consolidation or merger, to issue additional Equity Interests; and (8) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Body or any other the extent that such successor Person is required a direct Subsidiary of Pledgor. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for any Loan Party’s pledge the Secured Obligations. Upon delivery to the Administrative Agent, such additional CHAR1\1462947v8 Capital Stock shall be deemed to be part of the Pledged Equity Interests under this Agreement or for Lender’s exercise Collateral of any remedies with respect Pledgor and shall be subject to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale terms of securities generally)this Pledge Agreement whether or not Schedule 1 hereto is amended to refer to such additional Capital Stock. (c) When an Event of Default exists, (1) each Loan Party authorizes Lender to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged Equity Interests.

Pledged Equity Interests. Cause one hundred percent (a100%) Except as provided in this subsection, each Loan Party grants a security interest in, Lien on, and pledges and collaterally assigns all of each Loan Party’s present and future rights and title to the Equity Interests in each of each present its direct or indirect Domestic Subsidiaries (other than U.S. Foreign Holdcos, Unrestricted Subsidiaries, Immaterial Domestic Subsidiaries and future Subsidiary direct or indirect Subsidiaries of each Loan Party Foreign Subsidiaries) and sixty-five percent (including those listed on Schedule 4.2165%) (all or such greater percentage that, as a result of the preceding and all proceedsa Change in Law, the “Pledged Equity Interests”). If, however, any grant hereunder would could not reasonably be expected to result cause the undistributed earnings of such Foreign Subsidiary or U.S. Foreign Holdco, as applicable, as determined for U.S. federal income tax purposes, to be included in the income of a material direct, indirect or constructive shareholder of such Foreign Subsidiary or U.S. Foreign Holdco or otherwise to cause any materially adverse tax consequence consequences to the granting Loan Party with respect to its Borrower or any Guarantor) of the voting Equity Interests in a Foreign Subsidiary as determined by Lender in its Discretion, then for so long as any such grant would reasonably be expected to result in a material adverse tax consequence, and one hundred percent (100%) of the Pledged non-voting Equity Interests do not include (provided that any Equity Interests in that Foreign Subsidiary to the extent that it would cause more than 65% of the total combined voting power of all classes of capital constituting “stock or similar Equity Interests of any first-tier Foreign Subsidiary (i.e., a Foreign Subsidiary that is a subsidiary of a “United States person” as defined in Code section 7701(a)(30)) which are entitled to vote (vote” within the meaning of Treasury Regulations Regulation section 1.956-2(c)(2)) shall be treated as voting Equity Interests) of its first-tier Foreign Subsidiaries (other than Unrestricted Subsidiaries and Immaterial Foreign Subsidiaries) and its U.S. Foreign Holdcos, in each case to the extent directly owned by such Credit Party, to be pledged. (b) Each Loan Party represents and warrants that (1) Schedule 4.21 is subject to a complete and accurate list first priority, perfected Lien in favor of each Loan Party’s (and its Subsidiaries’) issued and outstanding Equity; (2) the Loan Parties have executed appropriate transfer powers with respect Administrative Agent pursuant to the Pledged Equity Interests terms and have deposited the Pledged Equity Interests and transfer powers with Lender; (3) all Pledged Equity Interests have been duly authorized, validly issued, are fully paid and non-assessable; (4) with respect to any certificates delivered to Lender representing any Pledged Equity Interests, either (x) they are Securities as defined in Article 8 conditions of the UCCSecurity Documents; provided that the Credit Parties shall not be required to grant or maintain any such Liens after the Collateral Release Date and the Administrative Agent shall take all action reasonably required to release such Liens, including the delivery to the Borrower of all stock certificates and stock powers held by the Administrative Agent and the filing of UCC financing termination statements; provided, further, however, if, on or (y) if they are not Securitiesafter the Collateral Release Date, then the Loan Parties must immediately inform Borrower’s corporate family rating from ▇▇▇▇▇’▇ is downgraded below Baa3 or the Borrower’s corporate rating from S&P is downgraded below BBB-, or either the Borrower’s corporate family rating from Moody’s or the Borrower’s corporate rating from S&P fails to be in writing so effect, each Credit Party shall grant to the Administrative Agent the Liens contemplated by this Section 7.12 and shall take all actions required hereunder to reinstate the Liens on Collateral granted pursuant to the Security Documents immediately prior to the Collateral Release Date. In the event that Lender may take steps to perfect its Lien (a) a Guarantor is designated by the Borrower as a General Intangible (and no Loan Party may cause such certificates to become Securities as defined an Unrestricted Subsidiary in Article 8 accordance with the terms of the UCC without Lender’s prior written consent); definition of Unrestricted Subsidiary, (5b) all Pledged any Equity Interests held by pledged under the Pledge Agreement are Disposed of in a securities intermediary are subject to a Control Agreement establishing Lender’s control; transaction permitted under this Credit Agreement, (6c) none any issuer of the Pledged Equity Interests have been issued pledged under the Pledge Agreement is dissolved in compliance with this Credit Agreement, (d) any Pledgor is released, dissolved or transferred the subject of a merger (in violation which the Pledgor is not the surviving entity) in a transaction permitted under this Credit Agreement (including, without limitation, pursuant to Section 7.09), (e) any Pledgor is no longer required to be a Credit Party by the terms of this Credit Agreement or (f) any Equity Interests pledged under the securities registration, securities disclosure, or similar laws of any jurisdiction; (7) except as listed on Schedule 4.21, there Pledge Agreement are no optionslonger required to be pledged by the terms of this Credit Agreement, warrantsthe Administrative Agent shall promptly take such actions reasonably requested by, callsand at the expense of, or commitments whatsoever relating the Credit Parties to release the Pledged Lien on such Equity Interests or that obligate to release such Pledgor, including without limitation the issuer delivery to the Borrower of any Pledged such Subsidiary’s certificated Equity Interests and stock powers previously delivered to issue additional Equity Interests; and (8) no consentit, approval, authorization, or other action byif any, and no giving the filing of notice, filing with, any Governmental Body or any other Person is required for any Loan Party’s pledge of the Pledged Equity Interests under this Agreement or for Lender’s exercise of any remedies a UCC termination statement with respect to the Pledged Equity Interests (except as may be required in connection with the disposition by laws affecting the offering and sale of securities generally). (c) When an Event of Default exists, (1) each Loan Party authorizes Lender any UCC financing statement pertaining to transfer the Pledged Equity Interests into Lender’s (or any nominee’s) name (but Lender is not obligated to do so); (2) Lender may vote the Pledged Equity Interests; (3) Lender may receive all dividends and other distributions made with respect to the Pledged Equity Interests; (4) Lender has all the rights and remedies under the Loan Documents and those available to a secured party under the UCC and applicable law; and (5) Lender may sell, assign, transfer, and deliver the Pledged Equity Interests at any time and from time to time. If Lender determines that the Pledged Equity Interests are declining in value or that the Pledged Equity Interests are customarily sold in any recognized market, then Lender does not have to give the Loan Parties prior notice before selling the Pledged Equity Interests. Otherwise, ▇▇▇▇▇▇ will give the Loan Party Representative at least ten (10) days’ prior notice before selling the Pledged Equity Interests. Each Loan Party waives any advertisement requirement and (except to the extent specifically required by the preceding sentence) waives notice of any kind with respect to a sale of any of the Pledged such Equity Interests.