Common use of Pledged Shares Clause in Contracts

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).

Pledged Shares. (i) The Initial Obligors will cause the Pledged Shares to constitute (a) at all times 100% of the issued and outstanding total number of Shares of each Issuer (other than a Foreign Subsidiary) beneficially then outstanding and owned by such Obligor on the date hereof (Obligors, other than any Excluded Equity Interests. The Obligors shall at no time elect to treat any limited liability company or partnership interests pledged hereunder as a “security” within the meaning of Article 8 of the UCC. (ii) So long as no 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 held in a Securities Account for all purposes not inconsistent with the terms of this Agreement, the Agreement Documents or any other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree that they will not vote the Pledged Shares in Annex 4)any manner that is inconsistent with the terms of this Agreement, the Agreement Documents or any such other instrument or agreement, or in any manner adverse to the Lender’s rights, remedies or interest in any of the Agreement Documents. (iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or Proceeds on the Pledged Shares paid in cash out of earned surplus to the extent such dividends, distributions or Proceeds are permitted to be made under Section 4.16 of the Note Issuance Agreement. (iv) If an Event of Default shall have occurred and be continuing, whether or not registered in the name of Lender exercises any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to it under applicable law or under this Agreement, the Agreement Documents or any other agreement relating to such Obligor and Secured Obligation, (bA) in the case all rights of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of Obligor to exercise the issued voting and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on consensual rights it would otherwise be entitled to exercise with respect to the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuerpursuant to Section 4.04(a)(ii) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares arehereof shall immediately cease, and all such rights shall thereupon become vested in Lender, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other Pledged Shares consensual rights, and, in connection therewith, each Obligor shall, at its sole cost and expense, from time to time execute and deliver to Lender appropriate instruments, and such other documentation as Lender may reasonably request in order to permit Lender to exercise the voting and other rights which such Obligor shall hereafter grant a security interest it may be entitled to exercise pursuant to Section 4 will be, this clause (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 Shares in any other entityA), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instrumentsB). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative Agent in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank dividends and (assuming continuing possession by the Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).other distributions on

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other All Pledged Shares in which such Obligor Borrower shall hereafter grant a security interest pursuant to Section 4 this Agreement 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 Shares in any other entity)nonassessable, and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership shareholders agreement or other organizational instrument of the respective Issuer Metropolitan or any other issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instrumentsdocuments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all (b) All certificates, agreements or instruments representing or evidencing the Pledge Pledged Shares in existence on the date hereof will have been delivered to the Administrative Agent 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 the Administrative Agent Lender of all such Pledged Shares) the Administrative Agent Lender has a perfected first priority security interest therein 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 extent required by Pledged Shares for all purposes not inconsistent with the Intercreditor Agreement (subject terms of this Agreement, the other Documents, or any other instrument or agreement referred to Liens permitted by herein or therein, provided that Xxxxxxxx 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 6.02 of the Credit Agreement8(c).

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned directly by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 43 or any Excluded Equity Interests), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) 3 correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instrumentsinstruments or any Specified Permitted Liens). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all All certificates, agreements or instruments representing or evidencing the Pledge Pledged Shares (to the extent such Pledged Shares are certificated) in existence on the date hereof have been been, or will be, delivered to the Administrative Agent 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 the Administrative Agent Lender of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).Pledged

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned directly by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 43 or any Excluded Equity Interests), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) 3 correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Agreement Documents, or under such organizational instrumentsinstruments or Specified Permitted Liens). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all All certificates, agreements or instruments representing or evidencing the Pledge Pledged Shares (to the extent such Pledged Shares are certificated) in existence on the date hereof have been been, or will be, delivered to the Administrative 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 Administrative Collateral Agent of all such Pledged Shares) the Administrative Collateral Agent has a perfected first priority security interest therein therein. 2.05 Promissory Notes, Instruments and Tangible Chattel Paper. Other than the Global Intercompany Note, Annex 3 sets forth a complete and correct list of all Promissory Notes (including any intercompany notes), Instruments and Tangible Chattel Paper held by any Obligor on the date hereof with a value of $100,000 or greater individually or with a value of $250,000 or greater in the aggregate. 2.06 Intellectual Property. Annex 4 sets forth under the name of such Obligor a complete and correct list of all Copyright registrations, Patents, Patent applications, Trademark registrations and Trademark applications owned by such Obligor on the date hereof (or, in the case of any supplement to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 said Annex 4, effecting a grant of security interest with respect thereto, as of the Credit Agreementdate of each such supplement).. 2.07

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially directly owned by such each Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 47), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an ObligorSubsidiary, (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 shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares shares of capital stock of whatever class of such Issuer beneficially directly owned by such each Obligor on the date hereof, in each case, case whether or not registered in the name of such Obligor. Annex 2 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such each Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares equity interest in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject None of the Initial Pledged Shares constitute Uncertificated Securities. No partnership agreement, limited liability agreement nor any other agreement of any Issuer that is not a corporation provides that any of the Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date hereof, each Obligor shall have delivered to the Collateral Agent or the First Lien Collateral Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificatescertificates evidencing any of the Initial Pledged Shares, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative Agent in a suitable form for transfer by delivery or accompanied by undated stock or other powers duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement)blank.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially directly owned by such each Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4)hereof, whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an ObligorSubsidiary, (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 shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares shares of capital stock of whatever class of such Issuer beneficially directly owned by such each Obligor on the date hereof, in each case, case whether or not registered in the name of such Obligor. Annex 2 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such each Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares equity interest in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject None of the Initial Pledged Shares constitute Uncertificated Securities. No partnership agreement, limited liability agreement nor any other agreement of any Issuer that is not a corporation provides that any of the Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date hereof, each Obligor shall have delivered to the Intercreditor Agreement and Section 5.14 Collateral Agent all certificates evidencing any of the Credit AgreementInitial Pledged Shares, all certificates, agreements accompanied by undated stock or instruments representing or evidencing other powers duly executed in blank; provided that the Pledge Initial Pledged Shares in existence 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 have been delivered to (or such later date as the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreementmay agree).

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) Subsidiary beneficially owned by such Obligor the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4)hereof, whether or not registered in the name of such Obligor the Grantor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an ObligorSubsidiary, (i) 65% of the issued and outstanding Shares shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares shares of capital stock of whatever class of such Issuer beneficially owned by such Obligor the Grantor on the date hereof, in each case, case whether or not registered in the name of such Obligorthe Grantor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor the Grantor shall hereafter grant a security interest pursuant to Section 4 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 Shares equity interest in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan DocumentsNote, the Subordination Agreement or the Subordinated Security Agreement and any subordination agreement related thereto, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially directly owned by such each Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 47), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an ObligorSubsidiary, (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 shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares shares of capital stock of whatever class of such Issuer beneficially directly owned by such each Obligor on the date hereof, in each case, case whether or not registered in the name of such Obligor. Annex 2 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such each Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares equity interest in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 None of the Credit AgreementInitial Pledged Shares constitute Uncertificated Securities. No partnership agreement, all certificateslimited liability agreement nor any other agreement of any Issuer that is not a corporation provides that any of the Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date hereof, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof each Obligor shall have been delivered to the Administrative Collateral Agent in a suitable form for transfer by delivery or all certificates evidencing any of the Initial Pledged Shares, accompanied by undated stock or other powers duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement)blank.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares Equity Interests of each Issuer (other than a Foreign Subsidiary) beneficially wholly-owned Domestic Subsidiary directly owned by such each Obligor on the date hereof (other than any Shares Equity Interests held in a Securities Account referred to in Annex 45), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligoror a Foreign Subsidiary Holding Company, (i) 65% of the issued and outstanding Shares Equity Interests of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares Equity Interests of capital stock of whatever class of such Issuer beneficially directly owned by such Obligor on the date hereof, in each case, case whether or not registered in the name of such Obligor. Annex 2 3 (Part APledged Shares) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such SharesEquity Interests, whether such Shares Equity Interests are certificated and the respective number of such Shares Equity Interests (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares Equity Interests issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares Equity Interest in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer pledging of such Pledged Shares (except for any such restriction contained herein or in the Loan Credit Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).

Pledged Shares. The Initial (a) Except for the security interest created hereby, each Obligor is and will at all times (except as otherwise permitted under the Credit agreement) be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Shares indicated on Annex 1 as being owned by such Obligor and, when acquired by such Obligor, any Pledged Shares acquired after the Closing Date; (b) (i) all of the Pledged Shares issued as of the date hereof are duly authorized, validly issued, fully paid and nonassessable and (ii) all of the Pledged Shares constitute (a) 100% the percentage of the issued and outstanding Shares of each Issuer Equity Interests identified on Annex 1 as supplemented or modified by any Pledged Interests Addendum or any Counterpart Agreement executed and delivered under this Agreement; (other than a Foreign Subsidiaryc) beneficially owned such Obligor has the right and requisite authority to pledge the Investment Property pledged by such Obligor on to the date hereof Collateral Agent for the benefit of the Secured Parties, as provided herein; (other than any Shares held in a Securities Account referred d) all actions necessary to in Annex 4)perfect and establish the First Priority of, whether or not registered otherwise protect, the Collateral Agent’s Liens in the name of such Obligor Investment Property pledged pursuant to this Agreement, and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligorproceeds thereof, have been duly taken, upon the (i) 65% execution and delivery of the issued and outstanding Shares of voting stock of such Issuer and this Agreement, (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 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 Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or timeframe set forth in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 5.14(a) of the Credit Agreement, all certificates, agreements or instruments representing or evidencing delivery of the Pledge Pledged Shares in existence on the date hereof have been delivered represented by certificates to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, in a suitable form for transfer pledging by delivery (assuming the Collateral Agent continues to have control of such Pledged Shares) or accompanied by duly executed instruments of transfer or assignment assignments in blank and (assuming continuing possession by the Administrative Agent of all such Pledged Sharesiii) the Administrative Agent has a perfected first priority security interest therein filing of financing statements in the applicable jurisdiction set forth on Annex 1 for such Obligor with respect to the extent required Pledged Shares owned by the Intercreditor Agreement (subject to Liens permitted such Obligor that are not represented by Section 6.02 certificates. None of the Credit Agreement)Pledged Shares owned or held by such Obligor has been issued or transferred to Obligor in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) Subsidiary beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 47), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an ObligorSubsidiary, (i) 65% of the issued and outstanding voting Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, case whether or not registered in the name of such Obligor. Annex 2 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate). The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporationcorporation or similar entity) and (ii) duly issued and outstanding (in the case of any Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject to instruments or otherwise permitted under the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit AgreementLoan Documents).

Pledged Shares. (i) The Initial Obligors will cause the Pledged Shares to constitute (a) at all times 100% of the issued and outstanding total number of Shares of each Issuer (other than a Foreign Subsidiary) beneficially then outstanding and owned by such Obligor on the date hereof (Obligors, other than any Excluded Equity Interests. The Obligors shall at no time elect to treat any limited liability company or partnership interests pledged hereunder as a “security” within the meaning of Article 8 of the UCC. (ii) So long as no 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 held in a Securities Account for all purposes not inconsistent with the terms of this Agreement, the Agreement Documents or any other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree that they will not vote the Pledged Shares in Annex 4)any manner that is inconsistent with the terms of this Agreement, the Agreement Documents or any such other instrument or agreement, or in any manner adverse to the Secured Parties’ rights, remedies or interest in any of the Agreement Documents. (iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or Proceeds on the Pledged Shares paid in cash out of earned surplus to the extent such dividends, distributions or Proceeds are permitted to be made under Section 4.16 of the NIA. (iv) If an Event of Default shall have occurred and be continuing, whether or not registered in the name 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 Agreement Documents or any other agreement relating to such Obligor and Secured Obligation, (bA) in the case all rights of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of Obligor to exercise the issued voting and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on consensual rights it would otherwise be entitled to exercise with respect to the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuerpursuant to Section 4.04(a)(ii) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares arehereof shall immediately cease, and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other Pledged Shares consensual rights, and, in which such connection therewith, each Obligor shall hereafter grant a security interest pursuant shall, at its sole cost and expense, from time to Section 4 will betime execute and deliver to Collateral Agent appropriate instruments, (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 Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).and

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) Subsidiary beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4)8), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a first tier Foreign Subsidiary directly owned by an ObligorSubsidiary, (i) 65% of the issued and outstanding Shares shares of voting stock Voting Stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such each Issuer beneficially owned by such Obligor on the date hereofhereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case, case whether or not registered in the name of such ObligorObligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement). Annex 2 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares Shares, and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner owners thereof) represented by each such certificate. The Initial Pledged Shares areShares, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest interests pursuant to Section 4 3 will be, (i) be duly authorized, validly existingissued, fully paid and non-assessable (in the case except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares rights contained in any other entityorganizational documents), and none . None of such the Pledged Shares are or will be subject to any effective contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents (except for any such restriction contained herein or as defined in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Credit Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative 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 Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit AgreementIndenture).