Common use of Pledge Agreements Clause in Contracts

Pledge Agreements. (a) The Borrower Pledge Agreement dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect to the Transaction) pledged pursuant to the Borrower Pledge Agreement, which are accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV. (b) The Subsidiary Pledge Agreement, dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as the.

Pledge Agreements. (a) The Borrower provisions of each SA Pledge Agreement dated as of the date hereof, has beenare, or concurrently herewith upon execution and delivery will be, duly executed by an Authorized Officer effective to (i) create in favor of the Borrower and Collateral Agent for the certificates evidencing all benefit of the issued Purchasers, a legal, valid and outstanding shares enforceable fully perfected first priority Lien on and security interest in the Stock referred to therein, and (ii) to the extent that any Bridge Obligations are outstanding, create in favor of Capital the Bridge Collateral Agent for the benefit of the Bridge Purchasers, a legal, valid and enforceable fully perfected second priority Lien on and security interest in the Stock referred to therein, subject in each such case to no other Liens. The provisions of each U.S. Subsidiary Bridge SA Pledge Agreement are, or upon execution and 65% delivery will be, effective to (i) create in favor of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary Collateral Agent for the benefit of the Borrower Purchasers, a legal, valid and enforceable fully perfected first priority Lien on and security interest in the Stock referred to therein, and (after giving effect ii) to the Transaction) pledged pursuant to the Borrower Pledge Agreementextent that any Bridge Obligations are outstanding, which are accompanied by undated stock powers duly executed create in blank, have been executed. A true and correct copy favor of the Borrower Pledge Agreement Bridge Collateral Agent for the benefit of the Bridge Purchasers, a legal, valid and enforceable fully perfected second priority Lien on and security interest in the certificatesStock referred to therein, accompanied by the undated stock powers, are attached hereto as ANNEX IVsubject in each such case to no other Liens. (b) The Subsidiary provisions of each SRL Pledge Agreement, dated as of the date hereof, has beenAgreement are, or concurrently herewith upon execution and delivery and registration with the applicable Governmental Authority, including, without limitation the applicable registro publico, will be, duly executed by an Authorized Officer effective to (i) create in favor of the Collateral Agent for the benefit of the Purchasers, a legal, valid and enforceable fully perfected first priority Lien on and security interest in the Stock referred to therein, and (ii) to the extent that any Bridge Obligations are outstanding, create in favor of the Bridge Collateral Agent for the benefit of the Bridge Purchasers a legal, valid and enforceable fully perfected second priority Lien on and security interest in the Stock referred to therein, subject in each such case to no other Liens. The provisions of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Bridge SRL Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have beenare, or concurrently herewith upon execution and delivery and registration with the applicable Governmental Authority, including, without limitation the applicable registro publico, will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect effective to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies create in favor of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower Collateral Agent for the benefit of the Purchasers, a legal, valid and each such Subsidiary as enforceable fully perfected first priority Lien on and security interest in the debtor Stock referred to therein, and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies to the extent that any Bridge Obligations are outstanding, create in favor of proper Uniform Commercial Code Form UCC-3 termination statementsthe Bridge Collateral Agent for the benefit of the Bridge Purchasers a legal, necessary to release all Liens valid and other rights of any Person in any collateral described enforceable fully perfected second priority Lien on and security interest in the Security Agreements previously granted by any PersonStock referred to therein, and securing any of the Indebtedness identified subject in ITEM 7.2.2(B) ("Indebtedness each such case to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as theno other Liens.

Pledge Agreements. (ai) The Borrower Pledge Agreement dated as of On the date hereofRestatement Effective Date, has beenHoldings, or concurrently herewith will beBFPH, duly executed by an Authorized Officer of the each U.S. Borrower and each Non-Borrower U.S. Subsidiary Guarantor shall have duly authorized, executed and delivered an Amended and Restated Pledge and Security Agreement in the certificates evidencing form of Exhibit I-1 (as amended, modified, restated or supplemented from time to time, the "U.S. Pledge and Security Agreement") and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the issued and outstanding shares of Capital Stock of Pledged Securities referred to therein then owned by Holdings, BFPH, each U.S. Subsidiary Borrower and 65% of the outstanding shares of Capital Stock of each Non-Borrower U.S. Subsidiary Guarantor, (x) endorsed in blank in the case of intercompany promissory notes, if any, constituting Pledged Securities thereunder and (y) together with executed and undated stock powers, in the case of capital stock constituting Pledged Securities. (ii) On the Initial Borrowing Date, each of BFPH, Laser Tech and Columbine shall have duly authorized, executed and delivered a Charge Over Shares and Promissory Notes in the form of Exhibit I-2 (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, the "U.S. Charge Over Shares and Notes") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Borrower (after giving effect Pledged Securities referred to the Transaction) therein then owned by such U.S. Credit Parties and required to be pledged pursuant to the Borrower Pledge Agreementterms thereof, which are endorsed in blank in the case of intercompany promissory notes, if any, constituting Pledged Securities thereunder and (y) accompanied by executed and undated stock powers duly executed in blankthe case of shares constituting Pledged Securities, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Charge Over Shares and Notes have been executed. A true and correct copy of the Borrower Pledge Agreement taken, and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IVU.S. Charge Over Shares and Notes shall be in full force and effect. (biii) The Subsidiary Pledge AgreementOn the Initial Borrowing Date, dated as each of the date U.K. Credit Parties shall have duly authorized, executed and delivered a Charge Over Shares and Promissory Notes in the form of Exhibit I-3 (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect "U.K. Charge Over Shares and Notes") and shall have delivered to the Transaction) which in turn has any Subsidiary or SubsidiariesCollateral Agent, and the certificates evidencing as pledgee thereunder, all of the issued Pledged Securities referred to therein then owned by such U.K. Credit Parties and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall required to be pledged pursuant to such Subsidiary Pledge Agreementthe terms thereof, which certificates shall endorsed in each blank in the case be of intercompany promissory notes, if any, constituting Pledged Securities thereunder and (y) accompanied by executed and undated stock powers duly executed in blankthe case of shares constituting Pledged Securities, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.K. Charge Over Shares and Notes have been executed. A true and correct copy of the Subsidiary Pledge Agreement taken, and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement U.K. Charge Over Shares and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower Notes shall be in full force and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VIeffect. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as the.

Pledge Agreements. (a) The Borrower Pledge Agreement dated as of On the date hereofInitial Borrowing Date, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered the certificates evidencing Pledge Agreement in the form of Exhibit G-1 (as amended, modified or supplemented from time to time, the (“Borrower/Sub Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the issued Pledge Agreement Collateral, if any, referred to therein and outstanding shares then owned by the Borrower or such Subsidiary Guarantor, (x) endorsed in blank in the case of Capital Stock promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of each U.S. Subsidiary and 65% Equity Interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of Collateral Agent desirable, to perfect the Borrower (after giving effect security interests purported to be created by the Transaction) pledged pursuant to the Borrower Borrower/Sub Pledge Agreement, which are accompanied by undated stock powers duly executed in blank, Agreement have been executed. A true taken and correct copy of the Borrower Borrower/Sub Pledge Agreement shall be in full force and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IVeffect. (b) The Subsidiary On the Initial Borrowing Date, Holdings shall have duly authorized, executed and delivered the Pledge Agreement in the form of Exhibit G-2 (as amended, modified, restated and/or supplemented from time to time, the “Holdings Pledge Agreement”) and shall have delivered to the Collateral Agent, dated as pledgee thereunder, all of the date hereofPledge Agreement Collateral referred to therein and then owned by Holdings, has beentogether with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Pledge Agreement Collateral, or concurrently herewith will bealong with evidence that all other actions necessary or, duly executed by an Authorized Officer of each U.S. Subsidiary in the reasonable opinion of the Borrower (after giving effect Collateral Agent, desirable, to perfect the Transaction) which in turn has any Subsidiary or Subsidiariessecurity interests purported to be created by the Holdings Pledge Agreement have been taken, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which Holdings Pledge Agreement shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true full force and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VIeffect. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as the.

Pledge Agreements. On the Closing Date, (ai) The Borrower each Credit Party (other than OFSI and the Designated Onex Sub) shall have duly authorized, executed and delivered and amended and restated Pledge Agreement dated as in the form of the date hereofExhibit G-1, has beenwith such changes thereto, or concurrently herewith will besuch additional pledge agreements (or amendments thereto) entered into in connection therewith, duly executed as foreign counsel may suggest in connection with the Pledged Securities issued by an Authorized Officer of the Borrower and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. any Foreign Subsidiary of SCIS designated by the Borrower Administrative Agent (after giving effect to the Transaction) pledged pursuant to the Borrower such amended and restated Pledge Agreement, which are accompanied by undated stock powers duly executed in blanktogether with such additional pledge agreements, have been executed. A true and correct copy of as modified, supplemented or amended from time to time, collectively, the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV. (b) The Subsidiary "General Pledge Agreement"), dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) OFSI shall have duly authorized, executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described delivered an amended and restated Pledge Agreement in the Security Agreements previously granted by any Personform of Exhibit G-2 (such amended and restated Pledge Agreement as modified, and securing any of supplemented, amended from time to time, the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be PaidOFSI Pledge Agreement") of the Disclosure Schedule; and (iii) certified copies the Designated Onex Sub shall have duly authorized, executed and delivered an amended and restated Pledge Agreement in the form of Uniform Commercial Code Requests for Information Exhibit G-3 (as modified, supplemented or Copies amended from time to time, the "Designated Onex Sub Pledge Agreement") and, in each case, each Credit Party shall have delivered to the Collateral Agent, as Pledgee, all the Pledged Securities, if any, referred to therein then owned by such Credit Party, (Form UCC-11), dated as x) endorsed in blank in the case of September 29, 1997, listing all effective financing statements which name promissory notes constituting Pledged Securities and (y) together with executed and undated stock powers (or the Borrower or such Subsidiary (under their present names and any previous namesequivalent thereof in the relevant jurisdiction) as thein the case of capital stock constituting Pledged Securities.

Pledge Agreements. On the Initial Borrowing Date, (ai) The Borrower each Credit Party shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-1, (ii) GWR shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-2, (iii) GGH shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-3, (iv) GGH shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-4, (x) GGH shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-5 and (vi) GWH shall have duly authorized, executed and delivered a pledge agreement substantially in the form of Exhibit H-6 (each such pledge agreement, as modified, supplemented or amended from time to time, a "Pledge Agreement dated Agreement" and collectively, the "Pledge Agreements"); and each Credit Party shall have (x) delivered to the Collateral Agent, as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower and the certificates evidencing Pledgee thereunder all of the issued Pledged Securities referred to therein then owned by each such Credit Party (1) endorsed in blank in the case of promissory notes constituting Pledged Securities and outstanding shares of Capital Stock of each U.S. Subsidiary (2) together with executed and 65% of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect to the Transaction) pledged pursuant to the Borrower Pledge Agreement, which are accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificates, accompanied by the undated irrevocable stock powers, are attached hereto as ANNEX IV. in the case of capital stock constituting Pledged Securities and (by) The Subsidiary Pledge Agreement, dated as of taken such other action to perfect the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary security interests created thereunder as the debtor and the Facility Collateral Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as theshall reasonably request.

Pledge Agreements. (a) The On the Restatement Effective Date, Holdings shall have duly authorized, executed and delivered an Amended and Restated Pledge Agreement in the form of Exhibit H-1 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Amended and Restated Holdings Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee, all the Pledged Securities referred to therein then owned by Holdings, (b) On the Restatement Effective Date, the Borrower shall have duly authorized, executed and delivered an Amended and Restated Pledge Agreement in the form of Exhibit H-2 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Amended and Restated Borrower Pledge Agreement dated Agreement") and shall have delivered to the Collateral Agent, as Pledgee, all the Pledged Securities referred to therein then owned by the Borrower, together with executed and undated stock powers in the case of capital stock constituting Pledged Securities. (c) On the date hereofRestatement Effective Date, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower shall have duly authorized, executed and delivered an Amended and Restated Pledge Agreement in the form of Exhibit H-3 (after giving effect as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Amended and Restated Subsidiary Pledge Agreement") and shall have delivered to the Transaction) pledged pursuant Collateral Agent, as Pledgee, all the Pledged Securities referred to the Borrower Pledge Agreementtherein then owned by such Subsidiary, which are accompanied by undated stock powers duly together with executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV. (b) The Subsidiary Pledge Agreement, dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any case of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as thecapital stock constituting Pledged Securities.

Pledge Agreements. On the Restatement Effective Date, (ai) The Borrower each Credit Party (other than OFSI and the Designated Onex Sub) shall have duly authorized, executed and delivered an amended and restated Pledge Agreement dated as in the form of the date hereofExhibit G-1, has beenwith such changes thereto, or concurrently herewith will besuch additional pledge agreements (or amendments thereto) entered into in connection therewith, duly executed as foreign counsel may suggest in connection with the Pledged Securities issued by an Authorized Officer of the Borrower and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. any Foreign Subsidiary of the Borrower designated by the Co-Arrangers (after giving effect to the Transaction) pledged pursuant to the Borrower such Pledge Agreement, which are accompanied by undated stock powers duly executed in blanktogether with such additional pledge agreements, have been executed. A true and correct copy of as modified, supplemented or amended from time to time, collectively, the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV. (b) The Subsidiary "General Pledge Agreement"), dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) OFSI shall have duly authorized, executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described delivered an amended and restated Pledge Agreement in the Security Agreements previously granted by any Personform of Exhibit G-2 (as modified, and securing any of supplemented or amended from time to time, the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be PaidOFSI Pledge Agreement") of the Disclosure Schedule; and (iii) certified copies the Designated Onex Sub shall have duly authorized, executed and delivered an amended and restated Pledge Agreement in the form of Uniform Commercial Code Requests for Information Exhibit G-3 (as modified, supplemented or Copies amended from time to time, the "Designated Onex Sub Pledge Agreement") and, in each case, each Credit Party shall have delivered to the Collateral Agent, as Pledgee, all the Pledged Securities, if any, referred to therein then owned by such Credit Party, (Form UCC-11), dated as x) endorsed in blank in the case of September 29, 1997, listing all effective financing statements which name promissory notes constituting Pledged Securities and (y) together with executed and undated stock powers (or the Borrower or such Subsidiary (under their present names and any previous namesequivalent thereof in the relevant jurisdiction) as thein the case of capital stock constituting Pledged Securities.

Pledge Agreements. The Administrative Agent shall have received, with counterparts for each Lender, (a) The Borrower the Holdings Pledge Agreement Agreement, dated as of the date hereof, has been, or concurrently herewith will beClosing Date, duly executed and delivered by an Authorized Officer Representative of Holdings, together with certificates evidencing all of issued and outstanding (x) Borrower Common Membership Interests and (y) Capital Stock of Capital, which certificates shall be accompanied by undated powers of transfer relating thereto duly executed in blank; (b) the LCNI Pledge Agreement from LCNI , dated as of the Borrower Closing Date, duly executed and delivered by an Authorized Representative of LCNI, together with certificates evidencing all of the Holdings Common Membership Interests of LCNI, which certificates shall be accompanied by undated powers of transfer relating thereto duly executed in blank; (c) the Xxxxxx Enterprises Pledge Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Representative of Xxxxxx Enterprises, together with (x) certificates evidencing all of the Holdings Common Membership Interests of Xxxxxx Enterprises and (y) certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% Enterprises, subject to the rights of the outstanding holders of the Warrants both while such holders hold Warrants and on the exercise of such Warrants into shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect to the Transaction) pledged pursuant to the Borrower Pledge AgreementEnterprise, which are certificates shall be accompanied by undated stock powers of transfer relating thereto duly executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV.; (bd) The Subsidiary the AHL Pledge Agreement, dated as of the date hereof, has been, or concurrently herewith will beClosing Date, duly executed and delivered by an Authorized Officer Representative of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or SubsidiariesAHL, and the together with certificates evidencing all of the issued and outstanding shares Membership Interests of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge AgreementAHL in Xxxxxx Enterprises, which certificates shall in each case be accompanied by undated stock powers of transfer relating thereto duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as the.;

Pledge Agreements. (ai) The Borrower On the Restatement Effective Date, the Company shall have duly authorized, executed and delivered an amended and restated Pledge Agreement dated substantially in the form of Exhibit E-1 hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Company Pledge Agreement") and the UK Borrower shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit E-2 hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "UK Pledge Agreement") and each of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower Company and the certificates evidencing UK Borrower shall have delivered to the Collateral Agent, as pledgee thereunder, all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of certificates representing the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect Pledged Securities referred to the Transaction) pledged pursuant to the Borrower Pledge Agreement, which are accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificatestherein, accompanied by the executed and undated stock powers, are attached hereto as ANNEX IVand such Pledge Agreements shall be in full force and effect. (bii) The On the Restatement Effective Date, each Subsidiary Guarantor shall have duly authorized, executed and delivered an amended and restated Pledge Agreement substantially in the form of Exhibit E-3 hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Subsidiary Pledge Agreement, dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect ") and shall have delivered to the Transaction) which in turn has any Subsidiary or SubsidiariesCollateral Agent, and the certificates evidencing as pledgee thereunder, all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of certificates representing the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant Pledged Securities referred to such Subsidiary Pledge Agreementtherein, which certificates shall in each case be accompanied by executed and undated stock powers duly executed in blankpowers, have been executed. A true and correct copy of the Subsidiary Pledge Agreement shall be in full force and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VIeffect. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as the.

Pledge Agreements. (a) The Borrower On the Effective Date, Holdings shall have duly authorized, executed and delivered a Pledge Agreement dated in the form of Exhibit H-1 (as of amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower "Holdings Pledge Agreement") and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect shall have delivered to the Transaction) pledged pursuant Collateral Agent, as Pledgee, all the Pledged Securities referred to therein then owned by Holdings, endorsed in blank in the Borrower Pledge Agreement, which are case of promissory notes or accompanied by executed and undated stock powers duly executed in blank, have been executed. A true and correct copy the case of the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IVcapital stock. (b) The Subsidiary On the Effective Date, the Borrower shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H-2 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Borrower Pledge Agreement") and shall have delivered to the Collateral Agent, dated as Pledgee, all the Pledged Securities referred to therein then owned by the Borrower, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the date hereofcase of capital stock. (c) On the Effective Date, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H-3 (after giving effect as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such "Subsidiary Pledge Agreement") and shall have delivered to the Collateral Agent, which certificates shall as Pledgee, all the Pledged Securities referred to therein then owned by such Subsidiary (to the extent required to be delivered on the Effective Date pursuant to the terms thereof), endorsed in each blank in the case be of promissory notes or accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V. (a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI. (b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any case of the Indebtedness identified in ITEM 7.2.2(B) ("Indebtedness to be Paid") of the Disclosure Schedule; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), dated as of September 29, 1997, listing all effective financing statements which name the Borrower or such Subsidiary (under their present names and any previous names) as thecapital stock.