Common use of Pledged Shares Clause in Contracts

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: (a) The Pledged Shares are duly authorized, validly issued, are fully paid and non-assessable and represent 100% of the issued and outstanding capital stock of the Issuer; (b) The Agent for the benefit of the Lenders and the Issuing Lender has, provided it retains possession of the Pledged Shares and other Collateral, a valid perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making of the Loans; (c) The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares (or other Collateral to the extent required herein). As of the date of any such delivery of additional shares, interests, uncertificated equity securities, certificates or instruments to the Agent, the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, (ii) the Pledgor has good title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payable.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender Bank that: (a) The Pledged Shares are duly authorized, authorized and validly issued, issued and are fully paid and non-assessable assessable; (b) The Bank has and represent 100% will continue to have a valid, perfected security interest in the Collateral and the proceeds thereof, free of all Liens, claims and rights of third parties whatsoever except for Permitted Liens; PROVIDED, THAT to the extent the Pledged Shares are certificated, the Bank or any of its agents shall maintains physical possession of the certificates representing the Pledged Shares and the stock powers relating thereto; (c) The Stock represents all of the issued and outstanding capital stock of the IssuerIssuer thereof owned by the Pledgor; (b) The Agent for the benefit of the Lenders and the Issuing Lender has, provided it retains possession of the Pledged Shares and other Collateral, a valid perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making of the Loans; (cd) The Pledgor will, at all times, keep pledged to the Agent Bank pursuant hereto all uncertificated equity securities or shares of the capital stock of the IssuerIssuers, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of in the IssuerIssuers; (de) The Pledgor will endorse and deliver to the Agent Bank for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares (or other Collateral to the extent required herein). As Collateral; as of the date of any such delivery of additional shares, interests, uncertificated equity securities, certificates or instruments to the AgentBank, the Pledgor will represent represents and warrant warrants that: : (i) the Pledgor it owns such shares, certificates, uncertificated equity securities certificates and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, ; (ii) the Pledgor it has good and marketable title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent Bank pursuant to this Pledge Agreement, ; and (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Agent Bank has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever, except for Permitted Liens; and (ef) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payable.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender Collateral Agent that: (a) The Pledged Shares are duly authorized, validly issued, issued and are fully paid and non-assessable and represent 100% of the issued and outstanding capital stock of the Issuerassessable; (b) The Except for liens, claims and rights of third parties arising solely through the acts of the Collateral Agent, the interests of Chase, and the interests of the holders of the SIG Notes pursuant to the SIG Pledge Agreement, the Collateral Agent has and (assuming Chase, as agent for the benefit of the Lenders Collateral Agent and the Issuing Lender hasLenders, provided it retains or the Collateral Agent, as the case may be, maintain continuous possession of such Collateral) will continue to have at all times as security for the Pledged Shares and other CollateralLiabilities a valid, a valid first priority perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making (other than Permitted Liens provided for in Section 9.1 of the LoansCredit Agreement); (c) To the extent any Pledged Shares are evidenced by certificates, the Pledgor has delivered to Chase, for the benefit of the holders of the SIG Notes, or, if the SIG Pledge Agreement is no longer in effect, the Collateral Agent, for pledge under this Agreement on the date hereof the certificates representing all the Pledged Shares which it owns; (d) The Pledged Shares represent all of the issued and outstanding capital stock of Safety National; (e) The Pledgor will, at all times, keep pledged to the Collateral Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the IssuerSafety National; (df) The Subject to the terms of the SIG Pledge Agreement and the Intercreditor Agreement, the Pledgor will agrees to endorse and and/or deliver to the Collateral Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares Collateral (or other than cash dividends and interest paid on such Collateral prior to the extent required hereinoccurrence of a Default under Section 9.01(f) of the Credit Agreement or an Event of Default). As of the date of any such delivery of additional sharesshares or certificates to Chase or the Collateral Agent, interests, uncertificated equity securities, certificates or instruments to as the Agentcase may be, the Pledgor will represent and warrant that: (i) the Pledgor it owns such shares, certificates, uncertificated equity securities shares and instruments certificates and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liensunder the SIG Pledge Agreement, (ii) the Pledgor it has good and marketable title to said shares, shares and certificates and instruments and has the right to deliver, pledge, assign and transfer such sharesshares or certificates to Chase, certificates or instruments to the Agent Collateral Agent, as the case may be, pursuant to this Pledge Agreement, (iii) the Pledgor has pledged subject to the Agent, as Lien of such date, all Chase and the holders of the capital stock and uncertificated equity securities of each of SIG Notes pursuant to the Issuers, and (iv) provided that the Agent retains possession thereofSIG Pledge Agreement, the Collateral Agent has a valid, first priority perfected security interest in said shares, interests, shares and certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; andwhatsoever (other than Permitted Liens provided for in Section 8.01(a) and (b) of the Credit Agreement) and (iv) it has pledged to Chase or the Collateral Agent, as the case may be, as at such date, all of the capital stock of Safety National; (eg) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payable; and (h) The information contained in Schedule 1 is true and accurate in all respects.

Pledged Shares. The Pledgor represents and warrants to -------------- (i) Each Grantor will cause the Agent, the Lenders and the Issuing Lender that: (a) The Pledged Shares are duly authorized, validly issued, are fully paid and non-assessable and represent to constitute at all times 100% of the issued total number of Shares of each Issuer. (ii) So long as no Event of Default shall have occurred and outstanding capital stock be continuing, or such Grantor has not received written notice from the Secured Party in accordance with Section 5.04(a)(v) below that the rights of such Grantor under this Section 5.04(a)(ii) have been suspended after the occurrence and during the continuance of an Event of Default, each Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein; provided that each Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement; and the Secured Party shall, at the sole expense of the Issuer; (b) The Agent Grantors, execute and deliver to such Grantor or cause to be executed and delivered to such Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as such Grantor may reasonably request for the benefit purpose of enabling such Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii). Without limiting any of the Lenders and rights set forth in this Section 5.04, each Grantor hereby grants to the Issuing Lender hasSecured Party an irrevocable proxy to, provided it retains possession subject in all respects to Section 5.04(a)(v), vote all or any part of the Pledged Shares held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Shares would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective automatically and without the necessity of any other action (including any transfer of such Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of such Equity Interests or any officer or agent thereof) after the occurrence and during the continuance of any Event of Default. Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Secured Party by such Grantor pursuant to the preceding sentence with respect to the Pledged Shares held by such Grantor is coupled with an interest and, subject in all respects to Section 5.04(a)(v), shall be exercisable by the Secured Party after the occurrence and during the continuance of any Event of Default, regardless of the length of any such period of time (so long as such Event of Default remains continuing). (iii) Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (iv) If an Event of Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares (other than Permitted Tax Distributions) shall be paid directly to the Secured Party and retained by it directly or in any collateral account as part of the Collateral, a valid perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making terms of this Agreement, and, if the Loans; (c) The Pledgor willSecured Party shall so request in writing, at all times, keep pledged each Grantor agrees to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the Issuer; (d) The Pledgor will endorse execute and deliver to the Agent for pledge hereunderSecured Party appropriate additional dividend, promptly upon its obtaining thereofdistribution and other orders and documents to that end; provided that if such Event of Default is cured, any additional Pledged Shares such dividend or distribution theretofore paid to the Secured Party shall, upon request of such Grantor (or other Collateral except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to such Grantor. (v) After the occurrence and during the continuance of an Event of Default, upon written notice from the Secured Party to the applicable Grantor (provided that no such notice shall be required herein). As in the event of any Event of Default occurring pursuant to Section 8(g) or 8(h) if the Loan Agreement) of the date suspension of any such delivery the rights of additional sharesthe Grantors under clause (a)(ii) of this Section 5.04, interests, uncertificated equity securities, certificates or instruments to the Agent, the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of then all Liens except Permitted Liens, claims and rights of any other Person other than Grantor to exercise the Liens granted hereunder voting and Permitted Liensconsensual rights and powers it is entitled to exercise pursuant to clause (a)(ii) of this Section 5.04, and the obligations of the Secured Party under clause (iia)(ii) of this Section 5.04, shall cease, and all such rights shall thereupon become vested in the Pledgor has good title Secured Party, which shall have the sole and exclusive right and authority to said shares, certificates exercise such voting and instruments consensual rights and has powers; provided that the Secured Party shall have the right (in its sole discretion) from time to delivertime following and during the continuance of any Event of Default to permit the Grantors to exercise such rights. In furtherance thereof, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant fullest extent permitted by applicable law, each Grantor hereby authorizes and instructs any Issuer with respect to any Pledged Shares to (x) comply with any instruction received by it from the Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, (iii) the Pledgor has pledged to the Agentwithout any other or further instructions from such Grantor, as and each Grantor agrees that each such Issuer shall be fully protected in so complying following receipt of such date, all notice and prior to further notice from the Secured Party that such Event of the capital stock and uncertificated equity securities of each of the IssuersDefault is no longer continuing, and (ivy) provided that except as otherwise expressly permitted hereby, upon the Agent retains possession thereofinstruction of the Secured Party, the Agent has a validpay any dividends, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp distributions or other taxes or fees owing in connection with the issuance, transfer and/or pledge payments (other than Permitted Tax Distributions expressly permitted pursuant to Section 6.6(a)(iii) of the Loan Agreement) with respect to any Pledged Shares during the occurrence and other certificates or instruments have been paid and will hereafter continuance of an Event of Default directly to the Secured Party to be paid by the Pledgor as such become due and payableapplied in accordance with Section 5.09.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender Collateral Agent that: (a) The Pledged Shares are duly authorized, validly issued, issued and are fully paid and non-assessable and represent 100% of the issued and outstanding capital stock of the Issuerassessable; (b) The Except for liens, claims and rights of third parties arising solely through the acts of the Collateral Agent, the Collateral Agent has and (assuming the Collateral Agent maintains continuous possession of such Collateral) will continue to have at all times as security for the benefit of the Lenders and the Issuing Lender hasLiabilities a valid, provided it retains possession of the Pledged Shares and other Collateral, a valid first priority perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making (other than Permitted Liens provided for in Section 8.01(b) of the LoansCredit Agreement); (c) To the extent any Pledged Shares are evidenced by certificates, the Pledgor has delivered to the Collateral Agent for pledge under this Agreement on the date hereof, the certificates representing all the Pledged Shares which it owns; (d) The Pledged Shares represent all of the issued and outstanding capital stock of each Subsidiary owned by the Pledgor; (e) The Pledgor will, at all times, keep pledged to the Collateral Agent pursuant hereto all uncertificated equity securities or shares of the capital stock each of the Issuer, and all other certificates or instruments which Subsidiaries owned by the Pledgor may now or hereafter own evidencing any ownership of the IssuerPledgor; (df) The Pledgor will agrees to endorse and and/or deliver to the Collateral Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares Collateral (or other than cash dividends, interest and principal paid on such Collateral prior to the extent required hereinoccurrence of a Default under Section 9.01(f) or (g) of the Credit Agreement or an Event of Default). As of the date of any such delivery of additional shares, interests, uncertificated equity securities, shares or certificates or instruments to the Collateral Agent, the Pledgor will represent and warrant that: (i) the Pledgor it owns such shares, certificates, uncertificated equity securities shares and instruments certificates and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Lienshereunder, (ii) the Pledgor it has good and marketable title to said shares, shares and certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, shares or certificates or instruments to the Collateral Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Collateral Agent has a valid, first priority perfected security interest in said shares, interests, shares and certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; andwhatsoever (other than Permitted Liens provided for in Section 8.01(b) of the Credit Agreement) and (iv) it has pledged to the Collateral Agent, as the case may be, as at such date, all of the capital stock of each of the Subsidiaries owned by it; (eg) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payable; and. (h) The information contained in Schedule 1 is true and accurate in all respects.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: Initial Pledged Shares constitute (a) The Pledged Shares are duly authorized, validly issued, are fully paid and non-assessable and represent 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) directly owned by each Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 7), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary, (i) 65% (or such lesser percentage that constitutes all of the voting stock of such Issuer owned by such Obligor) of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer directly owned by each Obligor on the Issuer; date hereof, in each case whether or not registered in the name of such Obligor. Annex 3 (bPart A) The Agent for correctly identifies, as at the benefit date hereof, the respective Issuers of the Lenders and the Issuing Lender has, provided it retains possession of the Initial Pledged Shares and other Collateral, a valid perfected security interest (in the Collateral case of any corporate Issuer) the respective class and par value of such Shares and the proceeds thereof free respective number of all Liens except Permitted Liens, claims such Shares (and rights of third parties whatsoever subject to the making of the Loans; (cregistered owner thereof) represented by each such certificate. The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the IssuerInitial Pledged Shares are, and all other certificates Pledged Shares in which each Obligor 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 Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Shares are or instruments which will be subject to any contractual restriction, or any restriction under the Pledgor may now charter, by-laws, partnership agreement or hereafter own evidencing any ownership other organizational instrument of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining respective Issuer thereof, any additional upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). None of the Initial Pledged Shares constitute Uncertificated Securities. No partnership agreement, limited liability agreement nor any other Collateral to agreement of any Issuer that is not a corporation provides that any of the extent required herein)Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date of any such delivery of additional shareshereof, interests, uncertificated equity securities, certificates or instruments each Obligor shall have delivered to the Collateral Agent or the First Lien Collateral Agent, as bailee for the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, (ii) the Pledgor has good title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Collateral Agent pursuant to this Pledge the Intercreditor Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all certificates evidencing any of the capital Initial Pledged Shares, accompanied by undated stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other taxes or fees owing powers duly executed in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payableblank.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: Initial Pledged Shares constitute (a) The Pledged Shares are duly authorized, validly issued, are fully paid and non-assessable and represent 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) directly owned by each Obligor on the date hereof, whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary, (i) 65% (or such lesser percentage that constitutes all of the voting stock of such Issuer owned by such Obligor) of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer directly owned by each Obligor on the Issuer; date hereof, in each case whether or not registered in the name of such Obligor. Annex 3 (bPart A) The Agent for correctly identifies, as at the benefit date hereof, the respective Issuers of the Lenders and the Issuing Lender has, provided it retains possession of the Initial Pledged Shares and other Collateral, a valid perfected security interest (in the Collateral case of any corporate Issuer) the respective class and par value of such Shares and the proceeds thereof free respective number of all Liens except Permitted Liens, claims such Shares (and rights of third parties whatsoever subject to the making of the Loans; (cregistered owner thereof) represented by each such certificate. The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the IssuerInitial Pledged Shares are, and all other certificates Pledged Shares in which each Obligor 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 Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Shares are or instruments which will be subject to any contractual restriction, or any restriction under the Pledgor may now charter, by-laws, partnership agreement or hereafter own evidencing any ownership other organizational instrument of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining respective Issuer thereof, any additional upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). None of the Initial Pledged Shares constitute Uncertificated Securities. No partnership agreement, limited liability agreement nor any other Collateral to agreement of any Issuer that is not a corporation provides that any of the extent required herein)Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date of any such delivery of additional shareshereof, interests, uncertificated equity securities, certificates or instruments each Obligor shall have delivered to the Agent, the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of Collateral Agent all Liens except Permitted Liens, claims and rights of certificates evidencing any other Person other than the Liens granted hereunder and Permitted Liens, (ii) the Pledgor has good title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital Initial Pledged Shares, accompanied by undated stock and uncertificated equity securities of each of the Issuers, and (iv) or other powers duly executed in blank; provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Initial Pledged Shares and other certificates identified as item 7 on Annex 3 (Part A) shall be delivered to the Collateral Agent no later than 30 Business Days following the date hereof (or instruments have been paid and will hereafter be paid by such later date as the Pledgor as such become due and payableCollateral Agent may agree).

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: (a) The All Pledged Shares are in which Borrower shall hereafter grant a security interest pursuant to this Agreement will be, duly authorized, validly issuedexisting, are fully paid and nonnonassessable, and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-assessable and represent 100% laws, shareholders agreement or other organizational instrument of Metropolitan or any other issuer thereof, upon the issued and outstanding capital stock transfer of the Issuer;such Pledged Shares (except for any such restriction contained herein or under such organizational documents). (b) The Agent All certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof will have been delivered to Lender 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 Lender of all such Pledged Shares) Lender has a perfected first priority security interest therein. (c) So long as no Event of Default shall have occurred and be continuing, Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Documents, or any other instrument or agreement referred to herein or therein, provided that ▇▇▇▇▇▇▇▇ agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the other Documents or any such other instrument or agreement; and Lender shall execute and deliver to Borrower or cause to be executed and delivered to Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Borrower may reasonably request for the purpose of enabling Borrower to exercise the rights and powers that they are entitled to exercise pursuant to this Section 8(c). (d) Unless and until an Event of Default shall have occurred and be continuing, Borrower shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (e) If an Event of Default shall have occurred and be continuing, whether or not Lender exercises any available right to declare any Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the other Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Lender and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if Lender shall so request in writing, ▇▇▇▇▇▇▇▇ agrees to execute and deliver to Lender appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to Lender shall, upon request of Borrower (except to the extent theretofore applied to the Obligations), be returned by Lender to Borrower. (f) Borrower hereby expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Borrower, and ▇▇▇▇▇▇▇▇ agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to Lender for the benefit of Lender. (g) Notwithstanding anything to the Lenders and the Issuing Lender hascontrary in this Agreement, provided it retains possession of ▇▇▇▇▇▇ shall take no action with respect to the Pledged Shares and other Collateral, a valid perfected security interest that would result in Borrower having an ineligible shareholder under the laws relating to the corporate practice of medicine in the Collateral and the proceeds thereof free State of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making of the Loans; (c) The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares (or other Collateral to the extent required herein). As of the date of any such delivery of additional shares, interests, uncertificated equity securities, certificates or instruments to the Agent, the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, (ii) the Pledgor has good title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payableCalifornia.

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: (ai) The Obligors will cause the Pledged Shares are duly authorized, validly issued, are fully paid and non-assessable and represent to constitute at all times (1) 100% of the total number of Equity Interests of each Issuer other than a Foreign Subsidiary or Foreign Subsidiary Holding Company then outstanding, owned by the Obligors and (2) in the case of any Issuer that is a Foreign Subsidiary of Foreign Subsidiary Holding Company, 65% of the total number of Equity Interests of voting stock of such Issuer and 100% of the total number of Equity Interests of all other classes of Equity Interests of such Issuer then issued and outstanding capital stock owned by the Obligors. (ii) Until an Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation, provided that the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation, or in any manner materially adverse to the Collateral Agent’s or Lenders’ rights, remedies or interest in any of the Issuer;Credit Documents; and, at the sole expense of the Obligors, the Collateral Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (biii) The Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends and other distributions or other Proceeds on the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation; provided, that any non-cash dividends, distributions or Proceeds shall be forthwith delivered to the Collateral Agent to hold as Collateral pursuant to Section 4.01. (iv) If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, upon written notice from the Collateral Agent to the Borrower, all rights of the Obligors under clause (ii) shall cease and be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights, and all dividends and other distributions or other Proceeds on the Pledged Shares shall be paid directly to the Collateral Agent and retained by it in a segregated account (the “Collateral Account”) as part of the Collateral, subject to the terms of this Agreement, and, if the Requisite Lenders shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured or waived, and notice of the same delivered in writing to the Collateral Agent by the Requisite Lenders any such dividend or distribution theretofore paid to the Collateral Agent then held in the Collateral Account shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Collateral Agent to the Obligors. All dividends and distributions or other Proceeds which are received by any Obligor contrary to the provisions of Section 4.04(a)(iii) or (iv) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Obligor and shall immediately be paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (v) Each Obligor hereby expressly authorizes each Issuer of any Pledged Shares pledged hereunder and each such Issuer that is an Obligor hereby agrees to (A) comply with any Instruction received by it from the Collateral Agent in writing (acting at the direction of the Requisite Lenders) that (I) states that an Event of Default has occurred and is continuing and (II) is otherwise in accordance with the terms of this Agreement, without any other or further Instructions from such Obligor, and such Obligor agrees that such Issuer shall be fully protected in so complying and (B) to the extent expressly required hereby, pay any dividend or other payment with respect to the Pledged Shares directly to the Collateral Agent for the benefit of the Lenders and Secured Parties. The Collateral Agent hereby agrees with the Issuing Lender has, provided Obligors that it retains possession of the Pledged Shares and other Collateral, a valid perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making of the Loans; (c) The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares (or other Collateral to the extent required herein). As of the date of shall not issue any such delivery Instruction unless an Event of additional shares, interests, uncertificated equity securities, certificates or instruments to the Agent, the Pledgor will represent Default has occurred and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, (ii) the Pledgor has good title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all of the capital stock and uncertificated equity securities of each of the Issuers, and (iv) provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares and other certificates or instruments have been paid and will hereafter be paid by the Pledgor as such become due and payableis continuing.