Common use of Pledge Agreement Clause in Contracts

Pledge Agreement. As general and continuing collateral security for the due repayment and satisfaction of all present and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities under this Indenture and the Securities, the Company has assigned, deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assume and confirm to the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to create.

Pledge Agreement. As general and continuing collateral security for the due repayment and satisfaction of all present and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities under this Indenture and the Securities, the Company has assigned, deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assume assign and confirm to the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to create.

Pledge Agreement. As general The due and continuing collateral security for punctual payment of the principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due repayment and satisfaction payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of all present and future indebtednessinterest and Liquidated Damages (to the extent permitted by law), liabilities if any, on the Notes and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of Notes or the Securities Trustee under this Indenture and the SecuritiesNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement which the Company has assignedentered into simultaneously with the execution of this Indenture and which is attached as Exhibit E hereto. Each Holder of Notes, deposited by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and pledged authorizes and directs the Trust Bond Collateral Agent to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trusteeprovisions of the Pledge Agreement, to assume assure and confirm to the Trustee and the Trust EstateCollateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the SecuritiesNotes secured hereby, according to the intent and purposes herein expressed. The Company further covenants shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and agrees that all actions reasonably required to cause the Pledge Agreement creates to create and maintain, as security for the direct Obligations of the Company hereunder, a valid and valid enforceable perfected first lien priority Lien in and on all the Trust Bond which it purports Pledged Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to createand prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Pledge Agreement. As general The due and continuing collateral security for punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes when and as the same shall be due repayment and satisfaction payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of all present and future indebtednessinterest (to the extent permitted by law), liabilities if any, on the Notes and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of Notes or the Securities Trustee under this Indenture and the SecuritiesNotes, according to the terms hereunder or thereunder, are secured as provided in the Pledge Agreement which the Company has assignedentered into simultaneously with the execution of this First Supplemental Indenture and the form of which is attached as Exhibit B hereto. Each Holder, deposited by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and pledged authorizes and directs the Trust Bond Collateral Agent to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trusteeprovisions of the Pledge Agreement, to assume assure and confirm to the Trustee and the Trust EstateCollateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this First Supplemental Indenture and of the SecuritiesNotes secured hereby, according to the intent and purposes herein expressed. The Company further covenants will take, and agrees that will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Pledge Agreement creates to create and maintain, as security for the direct Obligations of the Company hereunder, a valid and valid enforceable perfected first priority lien in and on all the Trust Bond which it purports Pledged Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to createand prior to the rights of all third Persons and subject to no other liens.

Pledge Agreement. As general The Company covenants and continuing collateral security for agrees, and the due repayment Holder, by its acceptance hereof, likewise covenants and satisfaction agrees, to be bound by the provisions of all present this paragraph. The Holder of this Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to enter into and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, perform the Securities and any ultimate unpaid balance thereof and to secure the due performance of all related Purchase Contracts forming part of the other present and future obligations Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal or other law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the Trustee (including obligations under Section 607 of this Indenture) and the Holders provisions of the Securities under this Indenture Purchase Contract Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and perform the SecuritiesPledge Agreement on such Holder's behalf as attorney-in-fact, the Company has assigned, deposited with and pledged the Trust Bond consents to the Trustee Pledge of the Treasury Securities underlying this Stripped Units Certificate pursuant to the Pledge Agreement, PROVIDED that upon a Termination Event, the rights of the Holder of such Stripped Units may be enforced without regard to any other rights or obligations. The Company Holder further covenants and agrees that it has full rightagrees, power that, to the extent and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done provided in the Purchase Contract Agreement and the Pledge Agreement or intended Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be donepaid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, free shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and clear such Holder shall acquire no right, title or interest in such payments. The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. Each Holder of any Unit, and each Beneficial Owner thereof, by its acceptance thereof or of its interest therein, further agrees to treat (i) the formation of Stripped Units as the acquisition of a Unit consisting of the Purchase Contract and the Treasury Securities and (ii) itself as the owner of the related Notes, Treasury Consideration or Treasury Securities, as the case may be. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the outstanding Purchase Contracts. The Purchase Contracts shall for all lienspurposes be governed by and deemed to be a contract under, pledgesand construed in accordance with, charges the laws of the State of New York. The Company, the Purchase Contract Agent and encumbrances its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Stripped Units Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving any Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and that (a) it will forever warrant and defend the title notwithstanding any notice to the same against contrary, and neither the claims of all persons whatsoeverCompany, (b) it will executethe Purchase Contract Agent, acknowledge and deliver such Affiliate, nor any such agent shall be affected by notice to the Trustee such further assignmentscontrary. The Purchase Contracts shall not, transfersprior to the settlement thereof, assurances entitle the Holder to any of the rights of a holder of Ordinary Shares. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------------------------- (cust) (minor) Under Uniform Gifts to Minors Act ------------------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ---------------------------------------------------------------------------- (Please insert Social Security or Taxpayer I.D. or other instruments Identifying Number of Assignee) ---------------------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Stripped Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ______________attorney to transfer said Stripped Units Certificates on the books of XL Capital Ltd with full power of substitution in the premises. Dated:___________________ ________________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the Trustee may require face of the within Stripped Units Certificates in every particular, without alteration or requestenlargement or any change whatsoever. Signature Guarantee:____________________________________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for Ordinary Shares deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate be registered in the name of, and (c) it will do or cause delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be done all such acts and things as may be necessary or properregistered in the name of a Person other than the undersigned, or as may be required by the Trustee, to assume and confirm to the Trustee the Trust Estate, or undersigned will pay any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securitiestransfer tax payable incident thereto. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to create.Dated: __________________________ Signature: _____________________________ Signature Guarantee:____________________

Pledge Agreement. As general and continuing collateral security for the due repayment and satisfaction of all present and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities under this Indenture and the Securities, the Company has assigned, deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assume assign and confirm to the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to create.. 110

Pledge Agreement. As general (a) The due and continuing collateral security for punctual payment of the principal of, premium, interest and Liquidated Damages, if any, on the Notes when and as the same shall be due repayment and satisfaction payable on each Interest Payment Date, at maturity or by acceleration, and interest on the overdue principal of all present and future indebtednessinterest (to the extent permitted by law), liabilities if any, on the Notes and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities payment and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities Notes or the Trustee under this Indenture and the Securities, the Company has assigned, deposited Pledge Agreement with and pledged the Trust Bond respect to the Trustee pursuant Notes, according to the Pledge Agreement. The Company covenants and agrees that it has full rightterms hereunder or thereunder, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done shall be secured as provided in the Pledge Agreement or intended to be done, free which the Company and clear the Trustee have entered into simultaneously with the execution of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend this Indenture. Upon the title acceleration of the maturity of the Notes prior to the termination of the Pledge Agreement, the Pledge Agreement will provide for the foreclosure by the Trustee of the net proceeds of the Pledge Account. Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and disbursement of Collateral) as the same against may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the claims of all persons whatsoever, (b) it will execute, acknowledge Trustee to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee such further assignments, transfers, assurances or other instruments as copies of the Trustee may require or requestPledge Agreement, and (c) it will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trusteeprovisions of the Pledge Agreement, to assume assure and confirm to the Trustee the Trust Estate, security interest in the Collateral contemplated by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture with respect to, and of, the Notes, according to the intent and purposes expressed in the Pledge Agreement. Prior to the termination of the Securities. The Company further covenants and agrees that the Pledge Agreement creates pursuant to its terms, the direct Company shall take any and all actions reasonably required to cause the Pledge Agreement to create and maintain (to the extent possible under applicable law), as security for the obligations of the Company hereunder, a valid and enforceable perfected first lien priority Lien in and on all the Trust Bond which it purports Collateral, in favor of the Trustee for the benefit of the Trustee and the Holders of the Notes, superior to create.and prior to the rights of all third Persons and subject to no other Liens. The Trustee shall have no responsibility for perfecting or

Pledge Agreement. As general (a) The due and continuing collateral security for punctual payment of the principal of, premium, and interest on the Notes when and as the same shall be due repayment and satisfaction payable on each Interest Payment Date, at maturity or by acceleration, and interest on the overdue principal of all present and future indebtednessinterest (to the extent permitted by law), liabilities if any, on the Notes and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities payment and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities Notes or the Trustee under this Indenture and the Securities, the Company has assigned, deposited Pledge Agreement with and pledged the Trust Bond respect to the Trustee pursuant Notes, according to the Pledge Agreement. The Company covenants and agrees that it has full rightterms hereunder or thereunder, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done shall be secured as provided in the Pledge Agreement or intended to be done, free which the Company and clear the Trustee have entered into simultaneously with the execution of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend this Indenture. Upon the title acceleration of the maturity of the Notes prior to the termination of the Pledge Agreement, the Pledge Agreement will provide for the foreclosure by the Trustee of the net proceeds of the Pledge Account. Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and disbursement of Collateral) as the same against may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the claims of all persons whatsoever, (b) it will execute, acknowledge Trustee to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee such further assignments, transfers, assurances or other instruments as copies of the Trustee may require or requestPledge Agreement, and (c) it will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trusteeprovisions of the Pledge Agreement, to assume assure and confirm to the Trustee the Trust Estate, security interest in the Collateral contemplated by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture with respect to, and of, the Notes, according to the intent and purposes expressed in the Pledge Agreement. Prior to the termination of the Securities. The Company further covenants and agrees that the Pledge Agreement creates pursuant to its terms, the direct Company shall take any and all actions reasonably required to cause the Pledge Agreement to create and maintain (to the extent possible under applicable law), as security for the obligations of the Company hereunder, a valid and enforceable perfected first lien priority Lien in and on all the Trust Bond which it purports to create.Collateral, in favor of the Trustee for the benefit of the Trustee and the Holders of the

Pledge Agreement. As general Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and continuing collateral security pay for the due repayment and satisfaction of all present and future indebtednessPledged Collateral so sold and, liabilities and obligations in case of any kind whatsoeversuch failure, undersuch Pledged Collateral may be sold again upon like notice. At any public (or, in connection with or relating to the extent permitted by law, private) sale made pursuant to this IndenturePledge Agreement, including without limitationRUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Securities Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any ultimate unpaid balance claim then due and payable to RUS from the Borrower as a credit against the purchase price, and RUS may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Borrower shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to secure sell the due performance Collateral or any portion thereof pursuant to a judgment or decree of all of the other present and future obligations of the Company a court or courts having competent jurisdiction or pursuant to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities under this Indenture and the Securities, the Company has assigned, deposited with and pledged the Trust Bond to the Trustee a proceeding by a court-appointed receiver. Any sale pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority provisions of this Section 5.02 shall be deemed to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title conform to the same against the claims of all persons whatsoever, (bcommercially reasonable standards as provided in Section 9-610(b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assume and confirm to the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the SecuritiesUniform Commercial Code or its equivalent in other jurisdictions. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to createSection 5.03.

Pledge Agreement. As general The due and continuing collateral security for punctual payment of the principal of and interest, if any, on the Securities when and as the same shall be due repayment and satisfaction payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of all present and future indebtednessinterest (to the extent permitted by law), liabilities and obligations of any kind whatsoeverif any, under, in connection with or relating to this Indenture, including without limitation, on the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of Securities or the Securities Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement which the Company has assignedentered into simultaneously with the execution of this Indenture and which is attached as Exhibit B hereto. Each Holder of Securities, deposited by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, 38 45 the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and pledged authorizes and directs the Trust Bond Collateral Agent to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trusteeprovisions of the Pledge Agreement, to assume assure and confirm to the Trustee and the Trust EstateCollateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the SecuritiesSecurities secured hereby, according to the intent and purposes herein expressed. The Company further covenants shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and agrees that all actions reasonably required to cause the Pledge Agreement creates to create and maintain, as security for the direct Obligations of the Company hereunder, a valid and valid first lien enforceable perfected Lien in and on all the Trust Bond which it purports Pledged Collateral, in favor of the Collateral Agent for the benefit of the Holders of Securities, superior to createand prior to the rights of all third persons and subject to no Liens other than the security interests granted to third persons as expressly contemplated by the Pledge Agreement.

Pledge Agreement. As general and continuing collateral security for the due repayment and satisfaction of all present and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Securities and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company to the Trustee (including obligations under Section 607 of this Indenture) and the Holders of the Securities under this Indenture and the Securities, the Company has assigned, deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge Agreement. The Company covenants and agrees that it has full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done in the Pledge Agreement or intended to be done, free and clear of all liens, pledges, charges and encumbrances whatsoever, and that (a) it will forever warrant and defend the title to the same against the claims of all persons whatsoever, (b) it will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may require or request, and (c) it will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assume and confirm to the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to create.. 104

Pledge Agreement. As general The Company covenants and continuing collateral security for agrees, and the due repayment Holder, by his acceptance hereof, likewise covenants and satisfaction agrees, to be bound by the provisions of all present this paragraph. The Holder of this Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to enter into and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, perform the Securities and any ultimate unpaid balance thereof and to secure the due performance of all related Purchase Contracts forming part of the other present and future obligations Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal or other law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the Trustee (including obligations under Section 607 of this Indenture) and the Holders provisions of the Securities under this Indenture Purchase Contract Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and perform the SecuritiesPledge Agreement on such Holder's behalf as attorney-in-fact, the Company has assigned, deposited with and pledged the Trust Bond consents to the Trustee Pledge of the Treasury Securities underlying this Stripped Units Certificate pursuant to the Pledge Agreement, PROVIDED that upon a Termination Event, the rights of the Holder of such Stripped Units may be enforced without regard to any other rights or obligations. The Company Holder further covenants and agrees that it has full rightagrees, power that, to the extent and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Trust Estate, in the manner and form done provided in the Purchase Contract Agreement and the Pledge Agreement or intended Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be donepaid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, free shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and clear such Holder shall acquire no right, title or interest in such payments. The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. Each Holder of any Unit, and each Beneficial Owner thereof, by its acceptance thereof or of its interest therein, further agrees to treat (i) the formation of Stripped Units as the acquisition of a Unit consisting of the Purchase Contract and the Treasury Securities and (ii) itself as the owner of the related Notes, Treasury Consideration or Treasury Securities, as the case may be. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all lienspurposes be governed by and deemed to be a contract under, pledgesand construed in accordance with, charges the laws of the State of New York. The Company, the Purchase Contract Agent and encumbrances its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Stripped Units Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving any Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and that (a) it will forever warrant and defend the title notwithstanding any notice to the same against contrary, and neither the claims of all persons whatsoeverCompany, (b) it will executethe Purchase Contract Agent, acknowledge and deliver such Affiliate, nor any such agent shall be affected by notice to the Trustee such further assignmentscontrary. The Purchase Contracts shall not, transfersprior to the settlement thereof, assurances entitle the Holder to any of the rights of a holder of Ordinary Shares. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or other instruments regulations: TEN COM - as the Trustee may require or request, and tenants in common UNIF GIFT MIN ACT - Custodian ________________________________________________ (ccust) it will do or cause (minor) Under Uniform Gifts to be done all such acts and things Minors Act ________________________________________________ (State) TEN ENT - as may be necessary or proper, or as may be required tenants by the Trustee, to assume entireties JT TEN - as joint tenants with right of survivorship and confirm to not as tenants in common Additional abbreviations may also be used though not in the Trustee the Trust Estate, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company further covenants and agrees that the Pledge Agreement creates the direct and valid first lien on the Trust Bond which it purports to createabove list.