Common use of Pledged Equity Clause in Contracts

Pledged Equity. The Initial Pledged Equity 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 Securing Party and (b) in 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 (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 Securing Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock in any other entity), and none of such Pledged Equity are or will be subject to any contractual restriction 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 other Loan Documents or as otherwise permitted by the Credit Agreement).

Pledged Equity. The Initial Pledged Equity 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 identified under the name of such Securing Party and (b) Obligor in 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 Schedule 2 (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 areis, and all other Pledged Equity of any Subsidiary in which such Securing Party Obligor shall hereafter grant a security interest pursuant to Section 3 2 will be, (i) be, duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by 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 (iiiii) be duly issued and outstanding (in the case of any Capital Stock equity interest in any other entity), and none of such Pledged Equity are is or will be subject to any contractual restriction, or any restriction on 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 imposed by any Requirement of Law or those 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 Loan Documents or 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 otherwise permitted 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 the Credit Agreement)each such certificate.

Pledged Equity. The Initial Pledged Equity 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 Securing Party and (b) in the case of each Issuer which is a FSHCo or a Foreign Subsidiary and directly owned by the Borrower or any Securing PartyDomestic 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 (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 Securing Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock in any other entity), and none of such Pledged Equity are or will be subject to any contractual restriction 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 other Loan Documents or as otherwise permitted by the Credit AgreementDocuments).

Pledged Equity. The Initial Pledged Equity constitute identified under the name of such Securing Party in Schedule 1 (aPart 2) 100% is, and all other Pledged Equity in which such Securing Party shall hereafter grant a security interest pursuant to Article III will be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation) and 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 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 Schedule 1 (Part 1)). The Pledged Equity identified under the name of such Securing Party in Schedule 1 (Part 2) constitutes all of the issued and outstanding Capital Stock shares of each Issuer capital stock, partnership or other ownership interest of any class or character of the Issuers (other than a FSHCo or a 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 Securing Party on the date hereof, whether or not registered in the name of such Securing Party and hereof (b) in 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 ) and Schedule 1 (Part B2) correctly identifies, as at the date hereof, the respective Issuers of the Initial such Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof of the shares comprising such Pledged Equity and the respective number of shares or interests thereof (and registered owner owners thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity of any Subsidiary in which such Securing Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock in any other entity), and none of such Pledged Equity are or will be subject to any contractual restriction 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 other Loan Documents or as otherwise permitted by the Credit Agreement).

Pledged Equity. The Initial Pledged Equity 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 Pledgor on the date hereofhereof (other than any Stock held in a Securities Account referred to in Annex 5), whether or not registered in the name of such Securing Party and (b) in 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 PartyPledgor. Annex 2 (Part B) 3 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 of such Stock, whether such Stock is certificated and the respective number of shares or interests thereof of such Stock (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity areis, and all other Pledged Equity of any Subsidiary in which such Securing Party Pledgor shall hereafter grant a security interest pursuant to Section 3 4 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock equity interest in any other entity), and none of such Pledged Equity are is or will be subject to any contractual restriction, or any restriction on under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Equity (except for any such restriction imposed by any Requirement of Law or those contained herein or in the other Loan Documents Documents, or as otherwise permitted under such organizational instruments). All certificates, agreements or instruments representing or evidencing the Pledged Equity in existence on the date hereof have been delivered to the Collateral Agent in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Credit Agreement)Collateral Agent of all such Pledged Equity) the Collateral Agent has a perfected first priority security interest therein.

Pledged Equity. The Initial Pledged Equity 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 Securing Party and (b) in the case of each Issuer which is a FSHCo or a Foreign Subsidiary and directly owned by the Borrower or any Securing PartyDomestic Subsidiary, 6566% 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 (Part BA) 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 Securing Party shall Security Agreement hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock in any other entity), and none of such Pledged Equity are or will be subject to any contractual restriction 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 other Loan Documents or as otherwise permitted by the Credit AgreementDocuments).

Pledged Equity. The Initial Pledged Equity constitute identified under the name of such Securing Party in Annex 1 (aPart 2) 100% is, and all other Pledged Equity in which such Securing Party shall hereafter grant a security interest pursuant to Article III will be, duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation) and 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 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 Annex 1 (Part 1)). The Pledged Equity identified under the name of such Securing Party in Annex 1 (Part 2) constitutes all of the issued and outstanding Capital Stock shares of each Issuer capital stock, partnership or other ownership interest of any class or character of the Issuers (and, in the case of Foreign Subsidiaries, 65% of the voting common stock thereof and 100% of any other than a FSHCo or a Foreign Subsidiarycapital stock thereof) beneficially owned by such Securing Party on the date hereof, whether or not registered in the name of such Securing Party and hereof (b) in 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. ) and Annex 2 1 (Part B2) correctly identifies, as at the date hereof, the respective Issuers of the Initial such Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof of the shares comprising such Pledged Equity and the respective number of shares or interests thereof (and registered owner owners thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity of any Subsidiary in which such Securing Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any Capital Stock in any other entity), and none of such Pledged Equity are or will be subject to any contractual restriction 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 other Loan Documents or as otherwise permitted by the Credit Agreement).