Common use of PLEDGE OVER PLEDGED PORTFOLIO Clause in Contracts

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders and to provide to the Collateral Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration: 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders and to provide to the Collateral Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., and, in particular, the 16,198,773 Shares owned on the date of the present registration with registration number 1 to 16,198,773, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders and to provide to the Collateral Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by REYNXXXX XXXUP HOLDINGS LIMITED, and, in particular, the 13,063,527 Shares owned on the date of the present registration with registration number 1 to 13,063,527, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by REYNXXXX XXXUP HOLDINGS LIMITED, and, in particular, the (number) Shares owned on the date of the present registration with registration number [...] to [...], have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders the Shareholders Register and to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À X.X., and, in particular, the 500 Shares owned on the date of the present registration with registration number 1 to 500, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, Company undertakes to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the CompanyShareholders Register. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 1. The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 2. The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders the Shareholders Register and to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing such registration on the date hereof. 2.3 3. The following wording shall be used for the registration: 2.4 4. The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, Company undertakes to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 5. The following wording shall be used for the registration: 2.6 6. Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 7. The Pledgor and the Security Trustee Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & 86 Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the CompanyShareholders Register. 2.8 8. The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Third Priority Security Agent, acting for itself and as collateral security agent for the benefit on behalf of the Secured Parties, who accepts, as firstthird-priority ranking security (gagegage de troisième rang) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In case of conflict between the terms of this Pledge Agreement and the terms of the Intercreditor Arrangements, the terms of the Intercreditor Arrangements shall prevail. 2.3 All rights granted by virtue of this Pledge Agreement to the Third Priority Security Agent are subordinated to the rights granted to the Priority Security Holders under the Priority Pledge Agreements and the Future Priority Pledge Agreements, and shall only be exercised by the Third Priority Security Agent if permitted in writing by any relevant Priority Security Holder or if permitted under the terms of the Intercreditor Arrangements (and where such rights are exercised in accordance with the provisions thereof). 2.4 The Pledgor and the Collateral Third Priority Security Agent request the Company to undertake and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders after having registered the pledge created under the Second-Ranking Pledge Agreement and to provide to the Collateral Third Priority Security Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration: 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice : “All shares owned from time to the above provisionstime by XXXXXXXX GROUP HOLDINGS LIMITED, and, in particular, the Pledgor hereby irrevocably authorises and empowers [number] of Shares owned on the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers date of the Company present registration with registration number [...] to [...], have been pledged in favour of CREDIT SUISSE acting for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms itself and as Third Priority Security Agent on behalf of the Agreed Security PrinciplesSecured Parties (as defined therein), undertakes pursuant to take any such steps itself if so directed by a third-ranking pledge agreement dated [date] (the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares“Third-Ranking Pledge Agreement”). 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders and to provide to the Collateral Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., and, in particular, the 1,240 Shares owned on the date of the present registration with registration number 1 to 1,240, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., and, in particular, the (number) Shares owned on the date of the present registration with registration number [...] to [...], have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders and to provide to the Collateral Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by SIG Combibloc Holding GmbH, and, in particular, the 500 Shares owned on the date of the present registration with registration number 1 to 500, have been pledged in favour of XXX XXXX XX XXX 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Future Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 1. The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “"Pledge”") for the due and full payment and discharge of all of the Secured Obligations. 2.2 2. The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders the Shareholders Register and to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing such registration on the date hereof. 2.3 3. The following wording shall be used for the registration:: "All shares in the Company owned from time to time by Xxxxxxxx Group Holdings Limited, and, in particular, the […] shares owned on the date of the present registration with registration number […] to […], have been pledged in favour of The Bank of New York Mellon acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date]." 2.4 4. The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, Company undertakes to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 5. The following wording shall be used for the registration: 2.6 6. Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 7. The Pledgor and the Security Trustee Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the CompanyShareholders Register. 2.8 8. The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders the Shareholders Register and to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration:: “All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À X.X., and, in particular, the 500 Shares owned on the date of the present registration with registration number 1 to 500, have been pledged in favour of THE BANK OF NEW YORK MELLON acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].” 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, Company undertakes to provide to the Collateral Agent a certified copy of the register of shareholders Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration: 2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the CompanyShareholders Register. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

PLEDGE OVER PLEDGED PORTFOLIO. 2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Second Priority Security Agent, acting for itself and as collateral security agent for the benefit on behalf of the Secured Parties, who accepts, as firstsecond-priority ranking security (gagegage de deuxième rang) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations. 2.2 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In case of conflict between the terms of this Pledge Agreement and the terms of the Intercreditor Arrangements, the terms of the Intercreditor Arrangements shall prevail. 2.3 All rights granted by virtue of this Pledge Agreement to the Second Priority Security Agent are subordinated to the rights granted to the First Priority Security Holders under the First-Ranking Pledge Agreement and any Future First-Ranking Pledge Agreement, and shall only be exercised by the Second Priority Security Agent if permitted in writing by the First Priority Security Trustee or any First Priority Security Holder (as relevant) or if permitted under the terms of the Intercreditor Arrangements (and where such rights are exercised in accordance with the provisions thereof). 2.4 The Pledgor and the Collateral Second Priority Security Agent request the Company to undertake and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its register of shareholders prior to the registration of the Third-Ranking Pledge Agreement and to provide to the Collateral Second Priority Security Agent a certified copy of the register of shareholders evidencing such registration on the date hereof. 2.3 The following wording shall be used for the registration: 2.4 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to provide to the Collateral Agent a certified copy of the register of shareholders evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance. 2.5 The following wording shall be used for the registration:: “All shares owned from time to time by XXXXXXXX GROUP HOLDINGS LIMITED, and, in particular, the [number] of Shares owned on the date of the present registration with registration number [...] to [...], have been pledged in favour of CREDIT SUISSE acting for itself and as Second Priority Security Agent on behalf of the Secured Parties (as defined therein), pursuant to a second-ranking pledge agreement dated [date] (the “Second-Ranking Pledge Agreement”). 2.6 The Pledgor and the Second Priority Security Agent hereby give power to any member of the board of management of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution to register the Pledge in the register of shareholders. 2.7 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Second Priority Security Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps with 10 Business Days of being notified of that failure Pledge and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Second Priority Security Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares. 2.7 The Pledgor and the Security Trustee hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the register of shareholders of the Company. 2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.