Common use of Pledged Securities Clause in Contracts

Pledged Securities. (a) The Equity Interests pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orGrantor, in except that the case shares of Pledged Stock of any Issuer which is a Foreign Subsidiary Voting Stock, if less, 66constitute no more than 65% of all the issued and outstanding Capital Stock of such Issuer and no shares of any Issuer that are owned by a Foreign Subsidiary Voting Stock of each relevant Issuershall constitute Pledged Stock. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and and, to the extent the same are shares of Capital Stock of a corporation, are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes that is an Intercompany Note constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any such Pledged Note has any defense or counterclaim with respect to such Pledged Note or any payment thereunder. All Pledged Notes with a principal amount in excess of $100,000 are listed on Schedule 2. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes All of the Equity Interests Pledged Securities are duly authorized, validly issued, fully paid and non‑assessable, and are owned and held by the Pledgors (as applicable), free and clear of each Issuer any Liens, other than those created pursuant to this Credit Agreement and Liens securing the Existing Comerica Loan Facility, and there are no restrictions on the transfer of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder. The Pledged Securities are owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant IssuerPersons specified on Schedule 3.7(a) and Schedule 3.7(b). (b) Except There are no (i) outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to Pledged Stock from time to time constituting an immaterial portion of the Collateralpurchase or otherwise acquire, all the any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Stock have been duly and validly issued and are fully paid and nonassessableSecurities, or (ii) securities or obligations of any kind convertible into any shares of the capital stock or other Equity Interests of any issuer of any of the Pledged Securities. (c) None Article 10 creates in favor of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 Administrative Agent (on behalf of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion Secured Parties), a valid, binding and enforceable security interest in, and Lien upon, all right, title and interest of the Collateral, each Pledgors in the Pledged Collateral and upon delivery to the Administrative Agent of the certificated instruments (if any) representing all Pledged Notes constitutes Securities, accompanied by undated stock powers (or any comparable documents for non-corporate entities to the legalextent certificated), valid duly endorsed or executed in blank by the appropriate Pledgor, shall constitute a fully perfected first priority security interest and binding obligation Lien upon all right, title and interest of the obligor with respect thereto, enforceable Pledgors in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealingsuch Pledged Collateral. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests Pledged Stock pledged by such Grantor hereunder constitute constitutes all of the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned directly by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66(or 65% of the outstanding Foreign Subsidiary Voting voting Capital Stock of each relevant IssuerIssuer that is a Foreign Subsidiary or a Foreign Subsidiary Holding Company owned directly by such Grantor). (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares All of the Pledged Stock have has been duly and validly issued and are and, to the extent applicable, is fully paid and nonassessable. (c) None Each of the Pledged LLC Interests Intercompany Notes has been duly authorized, authenticated or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateralissued, each of the Pledged Notes and delivered and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, and, to such Grantor’s knowledge, each of the other Pledged Notes has been duly authorized, authenticated or issued, and delivered and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and liens permitted by the Credit Agreement which attach to such Pledged Securities without such Grantor’s consent. (e) To such Grantor’s knowledge, no consent of any Liens not prohibited by Person including any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection, or priority status described in Section 7.3 4.3 of the Credit security interest of the Collateral Agent in any Pledged Securities pledged by it hereunder or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement with respect thereto or the exercise of remedies in respect thereof except such as have been obtained. (f) Each Issuer that is not a Grantor hereunder has executed and delivered to the Collateral Agent an acknowledgment and consent, substantially in the form of Exhibit A, to the pledge of the Pledged Stock pursuant to this Agreement.

Pledged Securities. (a) The Equity Interests pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Pledged Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting StockEquity Interests, if less, 66% of the outstanding Foreign Subsidiary Voting Stock Equity Interests of each relevant Pledged Issuer. (ba) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (cb) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (dc) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit AgreementIndenture.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each domestic corporate Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66(100% of all the issued and outstanding Foreign Subsidiary Voting classes of the non-voting Capital Stock of each relevant Foreign Subsidiary Issuer and 65% of all the issued and outstanding classes of the Capital Stock of each Foreign Subsidiary Issuer). (b) Except with respect to The Pledged Stock from time to time constituting an immaterial portion Partnership Interests pledged by each Grantor constitute all of the Collateralissued and outstanding partnership interests of each Issuer that is a partnership in which such Grantor has any right, all title and interest. (c) All the shares of the Pledged Stock issued by subsidiaries of Borrower and all of the Pledged Partnership Interests have been duly and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreementas set forth on Annex 4.7.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such ------------------ Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orGrantor; provided, in the case of that with respect to each Issuer which is an Excluded Foreign Subsidiary Voting StockSubsidiary, if lessand with respect to F-M International Group, 66Inc., not more than 65% of the outstanding Foreign Subsidiary Voting Stock voting stock of each relevant Issuerany such Issuer is pledged hereunder. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None Each of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the CollateralIntercompany Notes, each of the Pledged Notes constitutes when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement. (e) FM International, LLC is the record and beneficial owner of, and has good and marketable title to, the percentage of shares of each Foreign Subsidiary, as listed on Schedule 3 hereto, free of any and all Liens or options in favor of, or claims of, any other Person, and all such shares have been duly and validly issued and are fully paid and nonassessable.

Pledged Securities. (a) The Equity Interests Except as set forth on Schedule 4.7, the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor or, in the case of Republic Guy Xxxxxx Xxxtner, Inc., 65% of its Capital Stock or, in the case of Foreign Subsidiary Voting Stock, if less, 6665% of the outstanding Foreign Subsidiary Voting Stock of each other relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except (i) the security interest created by this Agreement, (ii) the security interest created pursuant to the Borrowing Base Credit Agreement and any (iii) the Liens not prohibited permitted by the Credit Agreement arising by operation of law or permitted by Section 7.3 6.3(o) of the Credit Agreement. (e) The Borrower is the registered owner of all of the ownership interest in each LLC Issuer, and the Borrower constitutes the only "member" of each LLC Issuer. The ownership interest of the Borrower in each LLC Issuer has been duly and validly issued and is fully paid and non-assessable and constitutes the Borrower's entire interest in such LLC Issuer. With respect to the ownership interest in each LLC Issuer held by the Borrower, upon the Administrative Agent's request, the Borrower shall execute and deliver written instructions to such LLC Issuer to register the pledge, security interest and lien arising hereunder in such ownership interest in the registration books maintained by such LLC Issuer.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orGrantor, in except that the case shares of Pledged Stock of any Issuer which is a Foreign Subsidiary Voting Stock, if less, 66constitute no more than 65% of all the issued and outstanding Capital Stock of such Issuer and no shares of any Issuer that are owned by a Foreign Subsidiary Voting Stock of each relevant Issuershall constitute Pledged Stock. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and and, to the extent the same are shares of Capital Stock of a corporation, are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes that is an Intercompany Note constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any such Pledged Note has any defense or counterclaim with respect to such Pledged Note or any payment thereunder. All Pledged Notes with a principal amount in excess of $100,000 are listed on Schedule 2. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant IssuerGrantor. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None Each of the Pledged LLC Interests or Pledged Partnership Interests Intercompany Notes constitutes a security under Section 8-103 the legal, valid and binding obligation of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except obligor with respect thereto, enforceable in accordance with its terms, and, to Pledged Notes from time to time constituting an immaterial portion of the Collateralsuch Grantor's knowledge, each of the other Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited liens permitted by Section 7.3 of the Credit AgreementAgreement which attach to such Pledged Securities without such Grantor's consent.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder and delivered to the Administrative Agent on or prior to the date hereof constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Capital Stock of each relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None The Pledged Debt Securities pledged by such Grantor hereunder delivered to the Administrative Agent on or prior to the date hereof constitute all of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdictionDebt Securities held by such Grantor. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion Each of the Collateral, Pledged Debt Securities in existence on the date hereof are set forth in SCHEDULE 2 and each of the Pledged Notes constitutes Debt Securities constitutes, to the knowledge of the Grantor that is the payee thereof, the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests Except as set forth on Schedule 4.7, the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor or, in the case of Republic Guy Xxxxxx Xxxtner, Inc., 65% of its Capital Stock or, in the case of Foreign Subsidiary Voting Stock, if less, 6665% of the outstanding Foreign Subsidiary Voting Stock of each other relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except (i) the security interest created by this Agreement, (ii) the security interest created pursuant to the Supplemental Facility Credit Agreement and any (iii) the Liens not prohibited permitted by the Credit Agreement arising by operation of law or permitted by Section 7.3 7.3(o) of the Credit Agreement. (e) The Borrower is the registered owner of all of the ownership interest in each LLC Issuer, and the Borrower constitutes the only "member" of each LLC Issuer. The ownership interest of the Borrower in each LLC Issuer has been duly and validly issued and is fully paid and non-assessable and constitutes the Borrower's entire interest in such LLC Issuer. With respect to the ownership interest in each LLC Issuer held by the Borrower, upon the Administrative Agent's request, the Borrower shall execute and deliver written instructions to such LLC Issuer to register the pledge, security interest and lien arising hereunder in such ownership interest in the registration books maintained by such LLC Issuer.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all (i) 100% of the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orwhich is a Borrower or a Subsidiary Guarantor, in (ii) provided that the case actions required by Section 6.10(f) of Foreign Subsidiary Voting Stockthe Credit Agreement have been complied with, if less, 6665% of the issued and outstanding Foreign Subsidiary Voting shares of all classes of the Capital Stock of each relevant IssuerIssuer owned by such Grantor which is a First-Tier Foreign Subsidiary or (iii) 100% of the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor which is a Check-the-Box Subsidiary (provided that the pledge of 100% of the Capital Stock of a Check-the-Box Subsidiary shall be reduced to 65% if either (x) such Check-the-Box Subsidiary elects to no longer be treated as a partnership or to no longer be disregarded as an entity separate from its owner for United States Federal income tax purposes or (y) the pledge of more than 65% of the Capital Stock of such Check-the-Box Subsidiary results in material adverse tax consequences to such Check- the-Box Subsidiary as notified by the Company to the Administrative Agent). (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion Provided that the actions required by Section 6.10(f) of the CollateralCredit Agreement have been complied with, all the shares of the Pledged Stock have been duly and validly issued and are are, unless not applicable, fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66(or 65% of the outstanding Foreign Subsidiary Voting voting Capital Stock of each relevant IssuerIssuer that is an Excluded Foreign Subsidiary). (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None Each of the Pledged LLC Interests or Pledged Partnership Interests Intercompany Notes constitutes a security under Section 8-103 the legal, valid and binding obligation of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except obligor with respect thereto, enforceable in accordance with its terms, and, to Pledged Notes from time to time constituting an immaterial portion of the Collateralsuch Grantor's knowledge, each of the other Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited liens permitted by Section 7.3 of the Credit AgreementAgreement which attach to such Pledged Securities without such Grantor's consent.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66(or 65% of the outstanding Foreign Subsidiary Voting voting Capital Stock of each relevant IssuerIssuer that is an Excluded Foreign Subsidiary). (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None Each of the Pledged LLC Interests or Pledged Partnership Interests Intercompany Notes constitutes a security under Section 8-103 the legal, valid and binding obligation of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except obligor with respect thereto, enforceable in accordance with its terms, and, to Pledged Notes from time to time constituting an immaterial portion of the Collateralsuch Grantor’s knowledge, each of the other Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited liens permitted by Section 7.3 of the Credit AgreementAgreement which attach to such Pledged Securities without such Grantor’s consent.

Pledged Securities. (a) The Equity Interests Interests, if any, pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by permitted under Section 7.3 4.14 of the Credit AgreementIndenture.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orGrantor, provided that (i) in the case of Pledged Stock where the Issuers are Foreign Subsidiaries or are KCI International or KCII Holdings LLC, such Pledged Stock does not constitute more than 65% of all the issued and outstanding shares of all classes of the Capital Stock of such Foreign Subsidiary Voting Stock, if less, 66% of or KCI International or KCII Holdings LLC and (ii) the outstanding Foreign Subsidiary Voting Pledged Stock does not include any Capital Stock of each relevant IssuerEMD CV and IMD CV owned by KCII, KCI International and/or or KCII Holdings LLC. (b) Except with respect to The Pledged Stock from time to time constituting an immaterial portion Debt constitutes all of the Collateraloutstanding indebtedness evidenced by promissory notes (other than indebtedness issued in connection with extensions of trade credit by any Grantor in the ordinary course of business) owed to such Grantor by the issuers thereof and, all as of the date hereof, is outstanding in the principal amount indicated on Schedule 3 hereto. (c) All the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to The Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes Debt constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited permitted by Section 7.3 8.3 of the Credit Agreement. All Pledged Securities consisting of certificated securities and instruments have been delivered to the Collateral Agent.

Pledged Securities. (a) The Equity Interests pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Pledged Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant Pledged Issuer. (ba) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (cb) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (dc) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit AgreementIndenture.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such ------------------ Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer owned by such Grantor orGrantor; provided, in the case of -------- that with respect to each Issuer which is an Excluded Foreign Subsidiary Voting StockSubsidiary, if lessand with respect to F-M International Group, 66Inc., not more than 65% of the outstanding Foreign Subsidiary Voting Stock voting stock of each relevant Issuerany such Issuer is pledged hereunder. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None Each of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the CollateralIntercompany Notes, each of the Pledged Notes constitutes when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement. (e) F-M International Group Inc. is the record and beneficial owner of, and has good and marketable title to, the percentage of shares of each Foreign Subsidiary, as listed on Schedule 3 hereto, free of any and all Liens or options in favor of, or claims of, any other Person, and all such shares have been duly and validly issued and are fully paid and nonassessable.

Pledged Securities. (a) The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder and delivered to the Administrative Agent on the Closing Date constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Capital Stock of each relevant Issuer. (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None The Pledged Debt Securities pledged by such Grantor hereunder delivered to the Administrative Agent on the Closing Date constitute all of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC or the corresponding code or statute of any other applicable jurisdictionDebt Securities held by such Grantor. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion Each of the Collateral, Pledged Debt Securities in existence on the date hereof are set forth in Schedule 2 and each of the Pledged Notes constitutes Debt Securities constitutes, to the knowledge of the Grantor that is the payee thereof, the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests Schedule 4.5 sets forth a complete and accurate list of all shares of Pledged Stock held by each Pledgor as of the date hereof. (b) As of the date hereof, the shares of Pledged Stock pledged by such Grantor Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer Subsidiary owned by such Grantor or, in Pledgor except for any shares of Pledged Stock excluded from the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant IssuerCollateral. (bc) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock held by such Pledgor have been duly and validly issued or the equivalent, if applicable, with respect to any limited liability company interest, and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC nonassessable or the corresponding code or statute of equivalent, if applicable, with respect to any other applicable jurisdictionlimited liability company interest. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion As of the Collateraldate hereof, each of the Pledged Notes set forth on Schedule 4.5, to the knowledge of the Company if made by any Person other than the Company or a Subsidiary of the Company, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is Except to the record and beneficial owner of, and has good and marketable title to, extent resulting from a transaction after the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens date hereof not prohibited by Section 7.3 the terms hereof and of the Credit AgreementIndenture and except as set forth on Schedule 4.5, all outstanding Capital Stock of each Subsidiary of the Company is owned by the Company or a Restricted Subsidiary, in each case free and clear of any Lien other than Liens described in clause (11) or (17) of the definition of Permitted Liens in the Indenture and Liens arising under the First Lien Security Documents and the Collateral Documents.

Pledged Securities. (a) 1. The Equity Interests shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Capital Stock of each relevant Issuer. , except, (bi) Except with respect to Pledged Stock from time to time constituting an immaterial portion the WTOV-TV Buyer, the SBP Stock, which is being pledged by SBP in favor of the CollateralAdministrative Agent pursuant to the SAC Pledge Agreement and (ii) the Preferred Stock, all which is being pledged by the holders thereof in favor of the Administrative Agent pursuant to the Preferred Pledge Agreement. 2. All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) None 3. Each of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of Notes in existence on the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, date hereof are set forth in Schedule 2 and each of the Pledged Notes constitutes constitutes, to the knowledge of the Grantor that is the payee thereof, the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) 4. Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens not prohibited by Section 7.3 of the Credit Agreement.

Pledged Securities. (a) The Equity Interests Pledged Stock pledged by such Grantor hereunder constitute constitutes all of the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Capital Stock Issuer owned directly by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66(or 65% of the outstanding Foreign Subsidiary Voting voting Capital Stock of each relevant IssuerCapital Stock Issuer that is a Foreign Subsidiary or a Foreign Subsidiary Holding Company owned directly by such Grantor). (b) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all the shares All of the Pledged Stock have has been duly and validly issued and are and, to the extent applicable, is fully paid and nonassessable. (c) None Each of the Pledged LLC Interests Intercompany Notes has been duly authorized, authenticated or Pledged Partnership Interests constitutes a security under Section 8-103 of issued, and delivered (subject to the Applicable UCC or the corresponding code or statute of any other applicable jurisdiction. (dPari Passu Intercreditor Agreement) Except with respect to Pledged Notes from time to time constituting an immaterial portion of the Collateral, each of the Pledged Notes and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, and, to such Grantor’s knowledge, each of the other Pledged Notes has been duly authorized, authenticated or issued, and delivered and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note. (ed) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and liens permitted by the Indenture which attach to such Pledged Securities without such Grantor’s consent. (e) To such Grantor’s knowledge, no consent of any Liens not prohibited by Person including any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection, or priority status described in Section 7.3 3.3 of the Credit security interest of the Notes Collateral Agent in any Pledged Securities pledged by it hereunder or the exercise by the Notes Collateral Agent of the voting or other rights provided for in this Agreement with respect thereto or the exercise of remedies in respect thereof except such as have been obtained. (f) To the extent the Notes Collateral Agent has requested such acknowledgment and consent in writing (acting at the written direction of the Majority Holders) and the Issuer has been able to obtain the following after the use of commercially reasonable efforts, each applicable Capital Stock Issuer that is not a Grantor hereunder has executed and delivered to the Notes Collateral Agent an acknowledgment and consent, substantially in the form of Exhibit A, to the pledge of the Pledged Stock pursuant to this Agreement.

Pledged Securities. (a) Schedule 4.5 sets forth a complete and accurate list of all shares of Pledged Stock held by each Pledgor as of the date hereof. (b) The Equity Interests shares of Pledged Stock pledged by such Grantor Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests Capital Stock of each Issuer Subsidiary owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant IssuerPledgor. (bc) Except with respect to Pledged Stock from time to time constituting an immaterial portion of the Collateral, all All the shares of the Pledged Stock held by such Pledgor have been duly and validly issued or the equivalent, if applicable, with respect to any limited liability company, and are fully paid and nonassessable. (c) None of the Pledged LLC Interests or Pledged Partnership Interests constitutes a security under Section 8-103 of the Applicable UCC nonassessable or the corresponding code or statute of equivalent, if applicable, with respect to any other applicable jurisdictionlimited liability company. (d) Except with respect to Pledged Notes from time to time constituting an immaterial portion As of the Collateraldate hereof, each of the Pledged Notes set forth on Schedule 4.5, to the knowledge of the Borrower if made by any Person other than the Borrower or a Subsidiary or Excluded Subsidiary of the Borrower, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the an implied covenant of good faith and fair dealing. (e) Such Grantor is Except to the record and beneficial owner of, and has good and marketable title to, extent resulting from a transaction after the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any Liens date hereof not prohibited by the terms hereof and of the Credit Agreement and except as set forth on Schedule 3.12(a) of the Credit Agreement, all outstanding Capital Stock of each Subsidiary is owned by the Borrower or another Subsidiary, in each case free and clear of any Lien other than Liens described in clause (a), (e) or (g) of the definition of "Permitted Encumbrances" in the Credit Agreement and Liens arising under the Security Documents and Liens described in Section 7.3 6.02(vii) of the Credit Agreement.