Common use of Pledged Shares Clause in Contracts

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by Grantorsthe Obligors and (2) in the case of any Issuer that is a Foreign Subsidiary directly owned by an Obligor, 65% of the total number of Shares of voting stock of such Issuer and 100% of the total number of non-voting Shares then issued and outstanding owned by the Obligors. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein, provided, that the other Loan Documents, provided that Grantors Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the other Lenders’ rights, remedies or interest in any of the Loan Documents; and the Administrative Agent shall execute and deliver to Grantors the Obligors or cause to be executed and delivered to Grantors the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Obligors may reasonably request for the purpose of enabling Grantors the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii6.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent exercises the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to Secured Parties and retained by them it in a Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent or Required Lenders shall so request in writing, Grantors the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, ; provided, that if such Event of Default is no longer continuingcured or waived, any such dividend or distribution theretofore paid to the Administrative Agent or Required Lenders shall, upon request of Grantors the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent (at the direction of the Required Lenders) to Grantorsthe Obligors. (v) Each Obligor hereby expressly authorizes and instructs each Issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Obligor, and such Obligor agrees that such Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to the Administrative Agent for the benefit of the Secured Parties.

Pledged Shares. (i) Grantors will cause the The Initial Pledged Shares to constitute at all times (a) 100% of the total number of Shares that are not Excluded issued and outstanding Shares of each Issuer then outstanding (other than a Foreign Subsidiary) beneficially owned by Grantors. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds Obligor on the Pledged Shares. date hereof (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent other than any Shares held in a Securities Account referred to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsin Annex 4), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate. The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments). Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative Agent exercises any available right to declare any Secured Obligations due in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, (assuming continuing possession by the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of all such Pledged Shares) the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except has a perfected first priority security interest therein to the extent theretofore applied required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Secured ObligationsCredit Agreement), be returned by Administrative Agent to Grantors.

Pledged Shares. (ia) Grantors will Following any Grantor's acquisition of any Pledged Shares, such Grantor shall deliver or cause to be delivered to the Agent all certificates evidencing such Pledged Shares Shares, accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by GrantorsAgent. (iib) Until the occurrence and At any time during the continuation of an Event of Default, the Agent may from time to time in its sole discretion, cause any or all of the Pledged Shares to be transferred of record into the name of the Agent or a nominee. Each Grantor will promptly give to the Agent copies of any notices and upon receipt other communications received by it with respect to Pledged Shares registered in the name of written notice such Grantor, and the Agent will promptly give such Grantor copies of any notices and other communications received by the Agent with respect to Pledged Shares registered in the name of the Agent or a nominee. (c) Provided that no Event of Default shall be continuing, each Grantor shall have the right, from Administrative Agent time to Grantors time, to vote and to give consents, ratifications and waivers with respect to the discontinuance Pledged Shares, and the Agent shall, upon receiving a written request from such Grantor, which request shall be deemed to be a representation and warranty by such Grantor that no Event of such voting and other rightsDefault is continuing, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors such Grantor or cause to be executed and delivered to Grantors all as specified in such request such proxies, powers of attorney, dividend consents, ratifications and other orderswaivers in respect of any Pledged Shares which are registered in the name of the Agent or a nominee as shall be specified in such request and be in form and substance satisfactory to the Agent. (d) While an Event of Default shall be continuing, and all such instruments, without recourse, as Grantors may reasonably request for the purpose rights of enabling Grantors any Grantor to exercise the voting and other consensual rights and powers that they are which it would otherwise be entitled to exercise pursuant to this Section 4.04(a)(ii). paragraph (iiic) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors above with respect to the discontinuance Pledged Shares shall end upon notice from the Agent to such Grantor and thereafter the Agent shall have the right to the extent permitted by law for so long as such Event of Default continues, and such Grantors retaining Grantor shall take all such dividends action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other amounts; Grantors action with respect to such Pledged Shares with the same force and effect as if the Agent were the absolute and sole owner thereof. (e) While an Event of Default shall be continuing, the Agent shall be entitled to receive and retain any dividends, as Collateral all dividends and distributions or proceeds on made in respect of the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt shall deposit all cash dividends into the Collateral Account described in Section 4.7 hereof. Any such dividends or distributions on account of written notice Pledged Shares shall, if received by any Grantor, be received in trust for the benefit of the Agent, be segregated from Administrative Agent to Grantors with respect the other property or funds of such Grantor, and be forthwith delivered to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises as Collateral in the same form as so received (with any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligationsnecessary endorsement), be returned by Administrative Agent to Grantors.

Pledged Shares. (a) The Agent is authorized in connection with any sale of Pledged Shares (i) Grantors will cause to restrict the prospective bidders on or purchasers of any of the Pledged Shares to constitute at a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any such Collateral, (ii) to cause to be placed on certificates for any or all times 100% of the total number Pledged Shares a legend to the effect that such security has not been registered under the Securities Act of Shares that are 1933 ("Securities Act") and may not Excluded Shares be disposed of each Issuer then outstanding owned by Grantorsin violation of the provisions of the Securities Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Agent reasonably deems necessary or advisable in order to comply with the Securities Act or any other law or regulation. (iib) Until If the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent shall determine to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the exercise its right to exercise sell all voting, consensual and other powers or any of ownership pertaining to the Pledged Shares and if in the opinion of counsel for all purposes not inconsistent with the terms Agent it is necessary, or if in the opinion of this Agreement or the other Loan DocumentsAgent it is advisable, provided that Grantors jointly and severally agree that they will not vote to have the Pledged Shares in any manner that is inconsistent with registered under the terms provisions of this Agreement the Securities Act, each Grantor agrees, at its own expense, through the exercise of registration rights or otherwise, (i) to use its best efforts to cause the other Loan Documents; issuer of such Pledged Shares and Administrative Agent shall its officers to execute and deliver deliver, all such instruments and documents, and to Grantors do or cause to be executed done all other such acts and delivered things, through the exercise of registration rights or otherwise, as may be necessary or, in the opinion of the Agent, advisable to Grantors all register such proxies, powers securities under the provisions of attorney, dividend the Securities Act and other ordersto cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make or cause to be made all amendments and supplements thereto and to the related prospectus which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, (ii) to use its best efforts to cause the issuer of such instrumentsPledged Shares to agree to make, without recourseand to make available to its security holders as soon as practicable, as Grantors may reasonably request for an earning statement (which need not be audited) covering a period of at least 12 months, beginning with the purpose first month after the effective date of enabling Grantors to exercise any such registration statement, which earning statement will satisfy the rights and powers that they are entitled to exercise pursuant to this provisions of Section 4.04(a)(ii). 11(a) of the Securities Act, (iii) Until to use its best efforts to qualify such securities under state Blue Sky or securities laws and to obtain the occurrence and during approval of any governmental authorities for the continuation sale of an Event of Defaultsuch securities, as requested by the Agent, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After to indemnify and hold harmless and use its best efforts to cause the occurrence issuer of such Pledged Shares to indemnify and during hold harmless the continuation of an Event of DefaultAgent, and any underwriters (and any Person controlling any of the foregoing) from and against any loss, liability, claim, damage and expense (and reasonable counsel fees incurred in connection therewith) under the Securities Act or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon receipt any untrue statement or alleged untrue statement of written notice from Administrative Agent to Grantors with respect to the discontinuance of a material fact contained in such Grantors retaining such dividends and other amounts, whether registration statement or not Administrative Agent exercises prospectus or in any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents preliminary prospectus or any other agreement relating amendment or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Secured Obligation, all dividends and other distributions on Parties or any underwriters (or any person controlling any of the Pledged Shares foregoing); provided that no Grantor shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request liable in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except case to the extent theretofore applied that any such loss, liability, claim, damage or expense arises out of or is based on an untrue statement or alleged untrue statement or an omission with written information furnished to such corporation by the Secured Obligations), be returned by Administrative Agent or any underwriter expressly for use in such registration statement or prospectus. The rights of the Agent under this subsection (b) are in addition to Grantorsand not in limitation of the rights of the Agent as assignee of any registration rights included in the Collateral.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a First-Tier Foreign Subsidiary to which Section 3.02(a) applies) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a First-Tier Foreign Subsidiary to which Section 3.02(a), 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until the occurrence and Except during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during During the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares that would otherwise be paid to any Grantor shall instead be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to Grantors with respect to has given the discontinuance of such voting and other rightsBorrower prior written notice, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or and the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or and the other Loan Documents; and the Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to Grantors with respect to has given the discontinuance of such Grantors retaining such dividends and other amounts; Borrower prior written notice, Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of If an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to Grantors with respect to has given the discontinuance of such Grantors retaining such dividends and other amountsBorrower prior written notice, whether or not the Administrative Agent exercises any available right to declare has declared any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, Agreement or the other Loan Documents or any other agreement relating to such Secured ObligationDocuments, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantors.

Pledged Shares. (i) Grantors Except as may be permitted otherwise by the Credit Agreement, each Obligor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then outstanding owned directly by Grantorssuch Obligor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% (or such lesser percentage that constitutes all of the voting stock of such Issuer owned by such Obligor) of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by such Obligor. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect Subject to the discontinuance last sentence of such voting and other rightsthis Section 5.04(a)(ii), Grantors each Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Agreement, the Loan Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors jointly and severally agree such Obligor agrees that they it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan DocumentsCredit Agreement; and Administrative the Collateral Agent shall execute and deliver to Grantors such Obligor or cause to be executed and delivered to Grantors such Obligor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors such Obligor may reasonably request for the purpose of enabling Grantors such Obligor to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). Notwithstanding anything to the contrary herein, the rights of the Obligors under this Section 5.04(a)(ii) shall terminate immediately upon (x) the occurrence and continuation of an Event of Default and (y) the delivery of a written notice from the Collateral Agent of its intent to exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to give such notice in which case such written notice shall not be required for termination of the Obligors' rights hereunder). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect Subject to the discontinuance last sentence of such Grantors retaining such dividends and other amounts; Grantors this Section 5.04(a)(iii), each Obligor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. Notwithstanding anything to the contrary herein, the rights of the Obligors under this Section 5.04(a)(iii) shall terminate immediately upon (x) the occurrence and continuation of an Event of Default and (y) the delivery of a written notice from the Collateral Agent of its intent to exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to give such notice in which case such written notice shall not be required for termination of the Obligors' rights hereunder). (iv) After Upon (x) the occurrence and during the continuation of an Event of Default, Default and upon receipt (y) the delivery of a written notice from Administrative the Collateral Agent of its intent to Grantors with respect exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to the discontinuance of give such Grantors retaining notice in which case such dividends and other amountswritten notice shall not be required), whether or not Administrative Agent exercises the Secured Creditors or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative the Collateral Agent for distribution to Secured Parties and retained by them it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if Administrative the Collateral Agent shall so request in writing, Grantors jointly and severally agree each Obligor agrees to execute and deliver to Administrative the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative the Collateral Agent shall, upon request of Grantors any Obligor (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative the Collateral Agent to Grantorssuch Obligor.

Pledged Shares. (i) Subject to Permitted Liens, the Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a Controlled Foreign Corporation, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the terms of the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative the Control Agent or the Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent the Secured Parties Representative for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent the Secured Parties Representative shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent the Secured Parties Representative appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent the Secured Parties Representative shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Secured Parties Representative to the Grantors.

Pledged Shares. a. All Pledged Shares in which Debtor shall hereafter grant a security interest pursuant to this Agreement will be, duly authorized, validly existing, fully paid and non assessable, and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by laws, shareholders agreement or other organizational instrument of APC or any other issuer thereof, upon the transfer of such Pledged Shares (i) Grantors will cause except for any such restriction contained herein or under such organizational instruments). b. All certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof will have been delivered to constitute at Secured Party in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by Secured Party of all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorssuch Pledged Shares) Secured Party has a perfected first priority security interest therein. (ii) Until the occurrence and during the continuation of an c. So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Debtor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of the Loan Agreement, the Note, this Agreement Agreement, or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors jointly and severally agree Debtor agrees that they it will not vote the Pledged Shares in any manner that is inconsistent with the terms of the Loan Agreement, the Note, this Agreement or the any such other Loan Documentsinstrument or agreement; and Administrative Agent Secured Party shall execute and deliver to Grantors Debtor or cause to be executed and delivered to Grantors Debtor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors Debtor may reasonably request for the purpose of enabling Grantors Debtor to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii7(c). (iii) Until the occurrence d. Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Debtor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of e. If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this the Loan Agreement, the other Loan Documents Note, this Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties Party and retained by them it as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent Secured Party shall so request in writing, Grantors jointly and severally agree Debtor agrees to execute and deliver to Administrative Agent Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative Agent Secured Party shall, upon request of Grantors Debtor (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent Secured Party to GrantorsDebtor. f. Debtor hereby expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Debtor, and Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to Secured Party for the benefit of Secured Party. g. Notwithstanding anything to the contrary in this Agreement, Lender shall take no action with respect to the Pledged Shares that would result in Debtor having an ineligible shareholder under the laws relating to the corporate practice of medicine in the State of California.

Pledged Shares. (ia) Grantors will cause The Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Shares to constitute at all times 100% a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the total number Pledged Shares, as the case may be, for the period of Shares that are not Excluded Shares of each time necessary to permit the Issuer then outstanding owned by Grantorsthereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so. (iib) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent The Pledgor agrees to Grantors with respect use its best efforts to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors do or cause to be executed and delivered to Grantors done all such proxies, powers other acts as may be necessary to make such sale or sales of attorney, dividend and other orders, and all such instruments, without recourseor any portion of the Pledged Shares, as Grantors the case may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise be, pursuant to this Section 4.04(a)(ii). (iii) Until SECTION 5.5, valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the occurrence covenants contained in this SECTION 5.5 will cause irreparable injury to the Collateral Agent and during the continuation Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of an Event of Defaultsuch breach and, as a consequence, that each and every covenant contained in this SECTION 5.5 shall be specifically enforceable against the Pledgor, and upon receipt of written notice from Administrative Agent the Pledgor hereby waives and agrees not to Grantors with respect to the discontinuance assert any defenses against an action for specific performance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent covenants except for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to a defense that end, provided, that if such no Lease Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantorshas occurred.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation) then outstanding owned by the Grantors. In the case of any Issuer that is a Controlled Foreign Corporation, the Grantors will comply with Section 8.12 of the Loan Agreement. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the terms of the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative the Control Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent the Secured Parties Representative for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent the Secured Parties Representative shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent the Secured Parties Representative appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the terms of the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent the Secured Parties Representative shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Secured Parties Representative to the Grantors.

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares Capital stock of each Issuer then outstanding owned Subsidiary being represented by stock certificates as follows: To: Bank of America, N.A. Re: CNET Networks, Inc. Ladies and Gentlemen: This Accession Agreement is made and delivered pursuant to Section 21 of that certain Security Agreement dated as of October ___, 2004 (as amended, modified, renewed or extended from time to time, the “Security Agreement”), made between each Grantor named in the signature pages thereof (each a “Grantor” and collectively, the “Grantors. (ii) Until the occurrence and during the continuation of an Event of Default”), and upon receipt Bank of written notice from Administrative Agent to Grantors with respect to America, N.A. (the discontinuance of such voting “Lender”). All capitalized terms used in this Accession Agreement and other rights, Grantors not otherwise defined herein shall have the right meanings assigned to exercise all votingthem in either the Security Agreement or the Credit Agreement. The undersigned, consensual and other powers ___________________________ [insert name of ownership pertaining to acceding Subsidiary], a _____________________ [corporation, partnership, limited liability company, etc.], hereby acknowledges for the Pledged Shares benefit of the Secured Parties that it shall be a “Grantor” for all purposes not inconsistent of the Security Agreement effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 3 of the Security Agreement are true and correct as to the undersigned as of the date hereof. Without limiting the foregoing, the undersigned hereby agrees to perform all of the obligations of a Grantor under, and to be bound in all respects by the terms of, the Security Agreement, including Section 4 thereof, to the same extent and with the terms same force and effect as if the undersigned were an original signatory thereto. The undersigned hereby grants to the Lender, for itself and on behalf of this Agreement or and for the ratable benefit of the other Loan DocumentsSecured Parties, provided that Grantors jointly a security interest in all of the undersigned’s right, title and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms interest in, to and under all of this Agreement its personal property, wherever located and whether now existing or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors owned or cause to be executed and delivered to Grantors hereafter acquired or arising, including all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourseCollateral, as Grantors may reasonably request security for the purpose payment and performance of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), other than the Intellectual Property expressly excluded from the Collateral pursuant to Section 2(a) of the Security Agreement. Schedules 1 through 3 to the Security Agreement are hereby amended by adding Schedules 1 through 3 attached hereto to the Security Agreement. [Attach hereto completed Schedules 1 through 3 in the form of Schedules 1 through 3 attached to the Security Agreement.] This Accession Agreement shall constitute a Loan Document under the Credit Agreement. This Accession Agreement shall be returned by Administrative Agent to Grantorsgoverned by, and construed in accordance with, the law of the State of California.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares Equity Interests of each Issuer then outstanding owned by Grantorsthe Obligors. The Obligors will not cause, or permit, in the case of such Obligors’ Subsidiaries, any Issuer to issue any Equity Interests as Uncertificated Securities or seek to convert all or any part of the Pledged Shares into Uncertificated Securities. The Obligors will not at any time cause, or permit, in the case of such Obligors’ Subsidiaries, any Issuer to issue any additional Equity Interests if the effect thereof would be to dilute in any way the interests of the Administrative Agent in any Pledged Shares or in any Issuer. (ii) Until the occurrence and during the continuation of an So long as no Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Default shall have occurred and be continuing, the Obligors shall have, subject to and in accordance with the Gaming Laws, the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that Grantors the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to Grantors the Obligors or cause to be executed and delivered to Grantors the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Obligors may reasonably request for the purpose of enabling Grantors the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent exercises the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to Secured Parties and retained by them it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantorsthe Obligors.

Pledged Shares. (i) Grantors will cause Pledgor shall defend the OPNY Administrative Agent's right, title and interest in and to the Pledged Shares to constitute at and all times 100% other Collateral against the claims and demands of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsall Persons whomsoever. (ii) Until the occurrence and during the continuation of an Event of DefaultThe Pledged Shares, and upon receipt any securities pledged in substitution therefor or in addition thereto, shall at all times constitute, one hundred percent (100%) of written notice from Administrative Agent to Grantors with respect to all the discontinuance issued and outstanding Capital Stock of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)Companies. (iii) Until Pledgor shall not authorize the occurrence issuance by the Companies of any additional membership interests or stock of the Companies, (whether common or preferred and during whether of a class now or hereafter existing) unless concurrently with such issuance all such stock is owned by Pledgor and made subject to the continuation subordinated pledge of an Event of Defaultshares hereunder. If Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional membership interests or stock in the Companies at any time or from time to time after the date hereof, Pledgor will promptly pledge and deposit or cause to be deposited such membership interests or stock with the OPNY Administrative Agent and deliver or cause to be delivered to the OPNY Administrative Agent certificates therefor, accompanied by powers duly executed in blank by Pledgor, and upon receipt of written notice from will promptly thereafter deliver to the OPNY Administrative Agent to Grantors a certificate executed by any Responsible Officer of Pledgor describing such shares and certifying that the same have been duly pledged with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesOPNY Administrative Agent hereunder. (iv) After the occurrence and during the continuation Any security pledged in substitution of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall or in addition to the Pledged Shares will be (A) duly and validly issued, fully paid directly and nonassessable and duly and validly pledged hereunder in accordance with all applicable Requirements of Law and (B) issued in the name of Pledgor and when issued will then have been duly endorsed and executed in blank or when issued will then have, attached thereto a power substantially in the form of Annex B duly signed in blank by the appropriate officer of Pledgor. Each such power will give the OPMW Administrative Agent the rights and authority it purports to give. Upon receipt by the OPMW Administrative Agent of such new certificates (which either will have been duly executed in blank or will have attached thereto such powers in favor of the OPMW Administrative Agent), the security interest described in this Agreement will attach thereto and will represent a valid and perfected second priority on and security interest in such Collateral, in favor of the OPNY Administrative Agent for distribution the benefit of the Secured Parties. (v) Pledgor shall not execute or authorize to Secured Parties and retained by them as part be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, subject except financing statements filed or to be filed in respect of and covering the terms of this security interests granted hereby by Pledgor or granted by Pledgor in the First Lien Stock Pledge Agreement. (vi) Pledgor shall not hereafter create or permit to exist any Lien, andsecurity interest or other charge, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and encumbrance or other orders and documents to that end, provided, that if such Event of Default is no longer continuingsecurity arrangement upon or with respect to, any such dividend of the Collateral (other than Liens created under this Agreement or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured ObligationsFirst Lien Stock Pledge Agreement), be returned by Administrative Agent to Grantors.

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to has given the Grantors with respect to the discontinuance of such voting and other rightsprior written notice, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or and the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or and the other Loan Documents; and the Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to has given the Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; prior written notice, Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of If an Event of Default, Default has occurred and upon receipt of written notice from is continuing and the Administrative Agent to has given the Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsprior written notice, whether or not the Administrative Agent exercises any available right to declare has declared any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, Agreement or the other Loan Documents or any other agreement relating to such Secured ObligationDocuments, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantors.

Pledged Shares. (i) Subject to Permitted Liens, the Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation) then outstanding and owned by the Grantors and (2) in the case of any Issuer that is a Controlled Foreign Corporation, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other non-voting classes of capital stock of such Issuer then issued and outstanding and owned by the Grantors. (ii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of is continuing and the Majority Lenders shall have delivered written notice from Administrative Agent to Grantors Grantor of the Majority Lender’s intention to suspend Grantor’s rights with respect to the discontinuance of such voting Pledged Shares and other rightsAdditional Pledged Shares Collateral, the Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares and Additional Pledged Shares Collateral for all purposes not inconsistent in any material respect with the terms of this Agreement or the other Loan Documents, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares and Additional Pledged Shares Collateral in any manner that is inconsistent in any material respect with the terms of this Agreement or the other Loan Documents; and Administrative the Control Agent or the Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of Unless an Event of Default, Default has occurred and upon receipt of is continuing and the Majority Lenders shall have delivered written notice from Administrative Agent to Grantors Grantor of the Majority Lender’s intention to suspend Grantor’s rights with respect to the discontinuance of such Grantors retaining such dividends Pledged Shares and other amounts; Additional Pledged Shares Collateral, the Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares and Additional Pledged Shares Collateral. (iv) After the occurrence and during the continuation of If an Event of Default, Default has occurred and upon receipt of is continuing and following written notice from Administrative Agent to Grantors Grantor by the Majority Lenders that the Majority Lenders intend to suspend Grantor’s rights with respect to the discontinuance of such Grantors retaining such dividends Pledged Shares and other amountsAdditional Pledged Shares Collateral, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares and Additional Pledged Shares Collateral shall be paid directly to Administrative Agent the Secured Parties Representative for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent the Secured Parties Representative shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent the Secured Parties Representative appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured or waived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent the Secured Parties Representative shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Secured Parties Representative to the Grantors.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation to which Section 3.02(a) applies) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a Controlled Foreign Corporation to which Section 3.02(a) applies, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and the Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Grantors.

Pledged Shares. The Pledgor represents and warrants to the Collateral Agent that: (ia) Grantors The Pledged Shares are duly authorized, validly issued and are fully paid and non-assessable; (b) Except for liens, claims and rights of third parties arising solely through the acts of the Collateral Agent, the interests of Chase, and the interests of the holders of the SIG Notes pursuant to the SIG Pledge Agreement, the Collateral Agent has and (assuming Chase, as agent for the Collateral Agent and the Lenders, or the Collateral Agent, as the case may be, maintain continuous possession of such Collateral) will cause continue to have at all times as security for the Liabilities a valid, first priority perfected security interest in the Collateral and the proceeds thereof free of all Liens, claims and rights of third parties whatsoever (other than Permitted Liens provided for in Section 9.1 of the Credit Agreement); (c) To the extent any Pledged Shares are evidenced by certificates, the Pledgor has delivered to Chase, for the benefit of the holders of the SIG Notes, or, if the SIG Pledge Agreement is no longer in effect, the Collateral Agent, for pledge under this Agreement on the date hereof the certificates representing all the Pledged Shares to constitute which it owns; (d) The Pledged Shares represent all of the issued and outstanding capital stock of Safety National; (e) The Pledgor will, at all times 100% times, keep pledged to the Collateral Agent pursuant hereto all shares of the total number capital stock of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors.Safety National; (iif) Until Subject to the terms of the SIG Pledge Agreement and the Intercreditor Agreement, the Pledgor agrees to endorse and/or deliver to the Collateral Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Collateral (other than cash dividends and interest paid on such Collateral prior to the occurrence and during of a Default under Section 9.01(f) of the continuation of Credit Agreement or an Event of Default). As of the date of any such delivery of additional shares or certificates to Chase or the Collateral Agent, as the case may be, the Pledgor will represent and upon receipt warrant that: (i) it owns such shares and certificates and the proceeds thereof free of written notice from Administrative Agent all Liens, claims and rights of any other Person other than the Liens granted hereunder and under the SIG Pledge Agreement, (ii) it has good and marketable title to Grantors with respect to the discontinuance of such voting said shares and other rights, Grantors shall have certificates and has the right to exercise deliver, pledge, assign and transfer such shares or certificates to Chase, the Collateral Agent, as the case may be, pursuant to this Pledge Agreement, (iii) subject to the Lien of Chase and the holders of the SIG Notes pursuant to the SIG Pledge Agreement, the Collateral Agent has a valid, first priority perfected security interest in said shares and certificates and the proceeds thereof free of all votingLiens, consensual claims and rights of third parties whatsoever (other powers than Permitted Liens provided for in Section 8.01(a) and (b) of ownership pertaining the Credit Agreement) and (iv) it has pledged to Chase or the Collateral Agent, as the case may be, as at such date, all of the capital stock of Safety National; (g) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares for all purposes not inconsistent with have been paid and will hereafter be paid by the terms of this Agreement or the other Loan Documents, provided that Grantors jointly Pledgor as such become due and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documentspayable; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii).and (iiih) Until the occurrence The information contained in Schedule 1 is true and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Sharesaccurate in all respects. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

Pledged Shares. (a) The due and punctual payment of the principal of, premium, if any, interest, if any, on the Notes and amounts due hereunder and under the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Guarantees and the Notes shall be secured on the Issue Date as provided in the Pledge Agreements by a pledge of 65% of (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares outstanding Voting Stock of each Issuer then of GLA Brasil Ltda., Surfin LLC, Alpha Tel Holdings Ltd., White Holding B.V., DIRECTV Caribe Ltd., DIRECTV Argentina S.A., DIRECTV Perú S.R.L. and DTVLA Holdings, S.L. and (ii) 5% of the outstanding owned by GrantorsVoting Stock of Alpha Tel S.A. (collectively, the “Pledged Shares”). (iib) Until Each Holder and owner of a beneficial interest in the occurrence Notes, by its acceptance of Notes, consents and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent agrees to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of each Pledge Agreement, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Collateral Agent to enter into this Agreement or Indenture and the other Loan DocumentsPledge Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers, provided that Grantors jointly the Parent Guarantors and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with Restricted Subsidiaries, as the terms of this Agreement or the other Loan Documents; and Administrative Agent case may be, shall execute and deliver to Grantors do or cause to be executed and delivered to Grantors done all such proxiesacts and things as may be necessary or proper or as may be required by the provisions of the Pledge Agreements and Applicable Law, powers of attorneyto assure and confirm to the Trustee and the Collateral Agent the security interests in the Pledged Shares contemplated hereby, dividend and other orders, and all such instruments, without recourseby the Pledge Agreements or any part thereof, as Grantors may reasonably request from time to time constituted, so as to render the same available for the security and benefit of the Holders of the Notes. If required for the purpose of enabling Grantors meeting the legal requirements of any jurisdiction of organization of the issuer of any Pledged Shares may at the time be located, the Issuers shall have the power to exercise the appoint, and shall take all reasonable action to appoint, one or more Persons to act as co-Collateral Agent with respect to any such Pledged Shares, with such rights and powers that they are entitled limited to exercise pursuant to this Section 4.04(a)(ii). (iii) Until those deemed necessary for the occurrence and during Issuers, the continuation of an Event of Default, and upon receipt of written notice from Administrative Trustee or the Collateral Agent to Grantors comply with any such legal requirements with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt which rights and powers shall not be inconsistent with the provisions of written notice this Indenture or the Notes. The Issuers shall from Administrative Agent time to Grantors with respect time promptly pay all reasonable financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, the discontinuance of such Grantors retaining such dividends Notes, the Pledge Agreements and other amounts, whether any amendments hereto or not Administrative Agent exercises any available right to declare any Secured Obligations due thereto and payable or seeks or pursues any other relief instruments of further assurance required pursuant hereto or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantorsthereto.

Pledged Shares. (i) Grantors will cause Pledgor shall defend the OPMW Administrative Agent's right, title and interest in and to the Pledged Shares to constitute at and all times 100% other Collateral against the claims and demands of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsall Persons whomsoever. (ii) Until the occurrence and during the continuation of an Event of DefaultThe Pledged Shares, and upon receipt any securities pledged in substitution therefor or in addition thereto, shall at all times constitute, one hundred percent (100%) of written notice from Administrative Agent to Grantors with respect to all the discontinuance issued and outstanding Capital Stock of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)Companies. (iii) Until Pledgor shall not authorize the occurrence issuance by the Companies of any additional membership interests or stock of the Companies, (whether common or preferred and during whether of a class now or hereafter existing) unless concurrently with such issuance all such stock is owned by Pledgor and made subject to the continuation subordinated pledge of an Event of Defaultshares hereunder. If Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional membership interests or stock in the Companies at any time or from time to time after the date hereof, Pledgor will promptly pledge and deposit or cause to be deposited such membership interests or stock with the OPMW Administrative Agent and deliver or cause to be delivered to the OPMW Administrative Agent certificates therefor, accompanied by powers duly executed in blank by Pledgor, and upon receipt of written notice from will promptly thereafter deliver to the OPMW Administrative Agent to Grantors a certificate executed by any Responsible Officer of Pledgor describing such shares and certifying that the same have been duly pledged with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesOPMW Administrative Agent hereunder. (iv) After the occurrence and during the continuation Any security pledged in substitution of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall or in addition to the Pledged Shares will be (A) duly and validly issued, fully paid directly and nonassessable and duly and validly pledged hereunder in accordance with all applicable Requirements of Law and (B) issued in the name of Pledgor and when issued will then have been duly endorsed and executed in blank or when issued will then have, attached thereto a power substantially in the form of Annex B duly signed in blank by the appropriate officer of Pledgor. Each such power will give the OPNY Administrative Agent the rights and authority it purports to give. Upon receipt by the OPNY Administrative Agent of such new certificates (which either will have been duly executed in blank or will have attached thereto such powers of the OPNY Administrative Agent), the security interest described in this Agreement will attach thereto and will represent a valid and perfected second priority on and security interest in such Collateral, in favor of the OPMW Administrative Agent for distribution the benefit of the Secured Parties. (v) Pledgor shall not execute or authorize to Secured Parties and retained by them as part be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, subject except financing statements filed or to be filed in respect of and covering the terms of this security interests granted hereby by Pledgor or granted by Pledgor in the Holdco Midwest Stock Pledge Agreement. (vi) Pledgor shall not hereafter create or permit to exist any Lien, andsecurity interest or other charge, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and encumbrance or other orders and documents to that end, provided, that if such Event of Default is no longer continuingsecurity arrangement upon or with respect to, any such dividend of the Collateral (other than Liens created under this Agreement or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured ObligationsFirst Lien Stock Pledge Agreement), be returned by Administrative Agent to Grantors.

Pledged Shares. (ia) Grantors will cause The Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Shares to constitute at all times 100% a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such 11 circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the total number Pledged Shares, as the case may be, for the period of Shares that are not Excluded Shares of each time necessary to permit the Issuer then outstanding owned by Grantorsthereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so. (iib) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent The Pledgor agrees to Grantors with respect use its best efforts to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors do or cause to be executed and delivered to Grantors done all such proxies, powers other acts as may be necessary to make such sale or sales of attorney, dividend and other orders, and all such instruments, without recourseor any portion of the Pledged Shares, as Grantors the case may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise be, pursuant to this Section 4.04(a)(ii). (iii) Until SECTION 5.5, valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the occurrence covenants contained in this SECTION 5.5 will cause irreparable injury to the Collateral Agent and during the continuation Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of an Event of Defaultsuch breach and, as a consequence, that each and every covenant contained in this SECTION 5.5 shall be specifically enforceable against the Pledgor, and upon receipt of written notice from Administrative Agent the Pledgor hereby waives and agrees not to Grantors with respect to the discontinuance assert any defenses against an action for specific performance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent covenants except for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to a defense that end, provided, that if such no Lease Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantorshas occurred.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a First-Tier Foreign Subsidiary to which Section 3.02(a) applies) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a First-Tier Foreign Subsidiary to which Section 3.02(a) applies, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until At all times other than after the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, Documents or any other instrument or agreement referred to herein or therein; provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until At all times other than after the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After Upon the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, ; provided that if such Event of Default is no longer continuingwaived in writing by Administrative Agent in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to the Grantors.

Pledged Shares. (ia) Grantors will cause The Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Shares to constitute at all times 100% a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the total number Pledged Shares, as the case may be, for the period of Shares that are not Excluded Shares of each time necessary to permit the Issuer then outstanding owned by Grantorsthereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so. (iib) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent The Pledgor agrees to Grantors with respect use its best efforts to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors do or cause to be executed and delivered to Grantors done all such proxies, powers other acts as may be necessary to make such sale or sales of attorney, dividend and other orders, and all such instruments, without recourseor any portion of the Pledged Shares, as Grantors the case may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise be, pursuant to this Section 4.04(a)(ii). (iii) Until 5.5, valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the occurrence covenants contained in this Section 5.5 will cause irreparable injury to the Collateral Agent and during the continuation Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of an Event of Defaultsuch breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall be specifically enforceable against the Pledgor, and upon receipt of written notice from Administrative Agent the Pledgor hereby waives and agrees not to Grantors with respect to the discontinuance assert any defenses against an action for specific performance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent covenants except for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to a defense that end, provided, that if such no Lease Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantorshas occurred.

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of an Event of Default, Default that has not been waived in writing by the Majority Lenders in accordance with the Credit Agreement and upon receipt of with contemporaneous written notice from Administrative Agent to Grantors with respect to the discontinuance Borrower of such voting and other rightsthe exercise of remedies by the Control Agent in accordance with the terms of the Credit Agreement, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with purposes, and Control Agent and the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent Secured Parties shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, Default that has not been waived in writing by the Majority Lenders in accordance with the Credit Agreement and upon receipt of with contemporaneous written notice from Administrative Agent to Grantors with respect to the discontinuance Borrower of such Grantors retaining such dividends and other amounts; the exercise of remedies by the Control Agent in accordance with the terms of the Credit Agreement, Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, Default that has not been waived in writing by the Majority Lenders in accordance with the Credit Agreement and upon receipt of with contemporaneous written notice from Administrative Agent to Grantors with respect to the discontinuance Borrower of such Grantors retaining such dividends and other amountsthe exercise of remedies by the Control Agent in accordance with the terms of the Credit Agreement, whether or not Administrative Agent Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent Secured Parties Representative for distribution to Secured Parties and retained by them as part of the Collateral, subject for application to the terms of this Secured Obligations in accordance with the Credit Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Credit Agreement, any such dividend or distribution theretofore paid to Administrative Agent Secured Parties Representative shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent Secured Parties Representative to Grantors.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a Controlled Foreign Corporation, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and the Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors will cause Pledgor shall defend the Administrative Agent's right, title and interest in and to the Pledged Shares to constitute at and all times 100% other Collateral against the claims and demands of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsall Persons whomsoever. (ii) Until the occurrence and during the continuation of an Event of DefaultThe Pledged Shares, and upon receipt any securities pledged in substitution therefor or in addition thereto, shall at all times constitute, one hundred percent (100%) of written notice from Administrative Agent to Grantors with respect to all the discontinuance issued and outstanding Capital Stock of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)Companies. (iii) Until Pledgor shall not authorize the occurrence issuance by the Companies of any additional membership interests or stock of the Companies, (whether common or preferred and during whether of a class now or hereafter existing) unless concurrently with such issuance all such stock is owned by Pledgor and made subject to the continuation pledge of an Event of Defaultshares hereunder. If Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional membership interests or stock in the Companies at any time or from time to time after the date hereof, Pledgor will promptly pledge and deposit or cause to be deposited such membership interests or stock with the Administrative Agent and deliver or cause to be delivered to the Administrative Agent certificates therefor, accompanied by powers duly executed in blank by Pledgor, and upon receipt of written notice from will promptly thereafter deliver to the Administrative Agent to Grantors a certificate executed by any Responsible Officer of Pledgor describing such shares and certifying that the same have been duly pledged with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesAdministrative Agent hereunder. (iv) After the occurrence and during the continuation Any security pledged in substitution of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall or in addition to the Pledged Shares will be (A) duly and validly issued, fully paid directly and nonassessable and duly and validly pledged hereunder in accordance with all applicable Requirements of Law and (B) issued in the name of Pledgor and when issued will then have been duly endorsed and executed in blank or when issued will then have, attached thereto a power substantially in the form of Annex B duly signed in blank by the appropriate officer of Pledgor. Each such power will give the Administrative Agent the rights and authority it purports to give. Upon receipt by the Administrative Agent of such new certificates (which either will have been duly executed in blank or will have attached thereto such powers), the security interest described in this Agreement will attach thereto and will represent a valid and perfected first priority on and security interest in such Collateral, in favor of the Administrative Agent for distribution the benefit of the Secured Parties. (v) Pledgor shall not execute or authorize to Secured Parties and retained by them as part be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, subject except financing statements filed or to be filed in respect of and covering the terms of this security interests granted hereby by Pledgor or granted by Pledgor in the Holdco Midwest Second Lien Stock Pledge Agreement. (vi) Pledgor shall not hereafter create or permit to exist any Lien, andsecurity interest or other charge, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and encumbrance or other orders and documents to that end, provided, that if such Event of Default is no longer continuingsecurity arrangement upon or with respect to, any such dividend of the Collateral (other than Liens created under this Agreement or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured ObligationsHoldco Midwest Second Lien Stock Pledge Agreement), be returned by Administrative Agent to Grantors.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsthe Obligors. (ii) Until the occurrence So long as no Event of Default shall have occurred and during the continuation be continuing and no written notice of an Event of DefaultDefault has been received by the Obligors from the Collateral Trustee, and upon receipt of written notice from the Administrative Agent to Grantors with respect to Agent, the discontinuance of such voting and other rightsRequired Lenders or the Majority Noteholders, Grantors the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the 2002 Note Purchase Agreement or any other instrument or agreement referred to herein or therein, and the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent Collateral Trustee shall execute and deliver to Grantors the Obligors or cause to be executed and delivered to Grantors the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Obligors may reasonably request for the purpose of enabling Grantors the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii5.03(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent exercises the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents Credit Agreement or any other agreement relating to such Secured ObligationObligations, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties the Collateral Trustee and retained by them it in the Shared Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent the Collateral Trustee shall so request in writing, Grantors the Obligors jointly and severally agree to execute and deliver to Administrative Agent the Collateral Trustee appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative Agent the Collateral Trustee shall, upon request of Grantors the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Collateral Trustee to Grantorsthe Obligors.

Pledged Shares. (i) Grantors Except as may be permitted otherwise by the Credit Agreement, each Obligor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then outstanding owned directly by Grantorssuch Obligor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% (or such lesser percentage that constitutes all of the voting stock of such Issuer owned by such Obligor) of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by such Obligor. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect Subject to the discontinuance last sentence of such voting and other rightsthis Section 5.04(a)(ii), Grantors each Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Agreement, the Loan Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors jointly and severally agree such Obligor agrees that they it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan DocumentsCredit Agreement; and Administrative the Collateral Agent shall execute and deliver to Grantors such Obligor or cause to be executed and delivered to Grantors such Obligor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors such Obligor may reasonably request for the purpose of enabling Grantors such Obligor to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). Notwithstanding anything to the contrary herein, the rights of the Obligors under this Section 5.04(a)(ii) shall terminate immediately upon (x) the occurrence and continuation of an Event of Default and (y) the delivery of a written notice from the Collateral Agent of its intent to exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to give such notice in which case such written notice shall not be required for termination of the Obligors’ rights hereunder). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect Subject to the discontinuance last sentence of such Grantors retaining such dividends and other amounts; Grantors this Section 5.04(a)(iii), each Obligor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. Notwithstanding anything to the contrary herein, the rights of the Obligors under this Section 5.04(a)(iii) shall terminate immediately upon (x) the occurrence and continuation of an Event of Default and (y) the delivery of a written notice from the Collateral Agent of its intent to exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to give such notice in which case such written notice shall not be required for termination of the Obligors’ rights hereunder). (iv) After Upon (x) the occurrence and during the continuation of an Event of Default, Default and upon receipt (y) the delivery of a written notice from Administrative the Collateral Agent of its intent to Grantors with respect exercise its rights under this Section 5.04(a) (unless the Collateral Agent is prohibited by law to the discontinuance of give such Grantors retaining notice in which case such dividends and other amountswritten notice shall not be required), whether or not Administrative Agent exercises the Secured Creditors or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative the Collateral Agent for distribution to Secured Parties and retained by them it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if Administrative the Collateral Agent shall so request in writing, Grantors jointly and severally agree each Obligor agrees to execute and deliver to Administrative the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative the Collateral Agent shall, upon request of Grantors any Obligor (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative the Collateral Agent to Grantorssuch Obligor. (v) Either: (i) no partnership agreement, limited liability agreement nor any other agreement of any Issuer that is not a corporation shall provide that any of the Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC or (ii) if any of such Pledged Shares are securities governed by Article 8 of the NYUCC, then such Pledged Shares shall be certificated.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a Controlled Foreign Corporation, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative the Control Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent the Secured Parties Representative for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent the Secured Parties Representative shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent the Secured Parties Representative appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent the Secured Parties Representative shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Secured Parties Representative to the Grantors.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding and owned by Grantorsthe Obligors, other than any Excluded Equity Interests. The Obligors shall at no time elect to treat any limited liability company or partnership interests pledged hereunder as a “security” within the meaning of Article 8 of the UCC. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Agreement Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Agreement Documents or any such other instrument or agreement, or in any manner adverse to the other Loan Lender’s rights, remedies or interest in any of the Agreement Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds Proceeds on the Pledged SharesShares paid in cash out of earned surplus to the extent such dividends, distributions or Proceeds are permitted to be made under Section 4.16 of the Note Issuance Agreement. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent the Lender exercises any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Agreement Documents or any other agreement relating to such Secured Obligation, (A) all rights of each Obligor to exercise the voting and other consensual rights it would otherwise be entitled to exercise with respect to the Pledged Shares pursuant to Section 4.04(a)(ii) hereof shall immediately cease, and all such rights shall thereupon become vested in Lender, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other consensual rights, and, in connection therewith, each Obligor shall, at its sole cost and expense, from time to time execute and deliver to Lender appropriate instruments, and such other documentation as Lender may reasonably request in order to permit Lender to exercise the voting and other rights which it may be entitled to exercise pursuant to this clause (A), and (B), all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.on

Pledged Shares. The Pledgor represents and warrants to -------------- the Agent, the Lenders and the Issuing Lender that: (ia) Grantors will cause the The Pledged Shares to constitute at all times are duly authorized, validly issued, are fully paid and non-assessable and represent 100% of the total number issued and outstanding capital stock of the Issuer; (b) The Agent for the benefit of the Lenders and the Issuing Lender has, provided it retains possession of the Pledged Shares that are not Excluded and other Collateral, a valid perfected security interest in the Collateral and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever subject to the making of the Loans; (c) The Pledgor will, at all times, keep pledged to the Agent pursuant hereto all uncertificated equity securities or shares of the capital stock of the Issuer, and all other certificates or instruments which the Pledgor may now or hereafter own evidencing any ownership of the Issuer; (d) The Pledgor will endorse and deliver to the Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Pledged Shares (or other Collateral to the extent required herein). As of each Issuer then outstanding owned by Grantors. the date of any such delivery of additional shares, interests, uncertificated equity securities, certificates or instruments to the Agent, the Pledgor will represent and warrant that: (i) the Pledgor owns such shares, certificates, uncertificated equity securities and instruments and the proceeds thereof free and clear of all Liens except Permitted Liens, claims and rights of any other Person other than the Liens granted hereunder and Permitted Liens, (ii) Until the occurrence Pledgor has good title to said shares, certificates and during the continuation of an Event of Default, instruments and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have has the right to exercise deliver, pledge, assign and transfer such shares, certificates or instruments to the Agent pursuant to this Pledge Agreement, (iii) the Pledgor has pledged to the Agent, as of such date, all votingof the capital stock and uncertificated equity securities of each of the Issuers, consensual and (iv) provided that the Agent retains possession thereof, the Agent has a valid, first priority perfected security interest in said shares, interests, certificates or instruments and the proceeds thereof free of all Liens except Permitted Liens, claims and rights of third parties whatsoever; and (e) All documentary, stamp or other powers taxes or fees owing in connection with the issuance, transfer and/or pledge of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, certificates or instruments have been paid and all will hereafter be paid by the Pledgor as such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations become due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantorspayable.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a First-Tier Foreign Subsidiary to which Section 3.02(a) applies) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a First-Tier Foreign Subsidiary to which Section 3.02(a) applies, 65% of the total number of Shares of voting stock of such Issuer and 100% of the total number of Shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. The Grantors will not, without promptly executing and delivering, or causing to be executed and delivered, to Administrative Agent such agreements, documents and instruments as Administrative Agent may reasonably request (or as required under the Loan Documents) for the purpose of perfecting its security interest therein, issue or acquire any Equity Interests constituting Pledged Shares consisting of an interest in a partnership or a limited liability company that (v) is dealt in or traded on a securities exchange or in a securities market, (w) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (x) is an Investment Company Security, (y) is held in a Securities Account or (z) constitutes a Security or a Financial Asset. For the avoidance of doubt, notwithstanding anything to the contrary in any Loan Document, nothing shall restrict or prohibit any Grantor from selling, leasing, transferring or otherwise disposing of any Equity Interest it owns in a Transaction Vehicle by way of a Permitted Value-Based Care Business Transaction or any subsequent disposition of Equity Interests of a Transaction Vehicle that has previously satisfied the requirements of clause (a)(A) of the definition of Permitted Value-Based Care Business Transaction. (ii) Until the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Default that has not been waived in writing by Administrative Agent to Grantors in accordance with respect to the discontinuance of such voting and other rightsLoan Agreement, the Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, Documents or any other instrument or agreement referred to herein or therein; provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Default that has not been waived in writing by Administrative Agent to Grantors in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Loan Agreement, the Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Default that has not been waived in writing by Administrative Agent to Grantors in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law Law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, ; provided that if such Event of Default is no longer continuingwaived in writing by Administrative Agent in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to the Grantors.

Pledged Shares. (ia) Grantors will cause Unless an Event of Default shall have -------------- occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Shares to constitute at and all times 100% payments made in respect of the total number Pledged Notes, in each case paid in the normal course of Shares that are not Excluded Shares business of each the relevant Issuer then outstanding owned by Grantors. (ii) Until and consistent with past practice, to the occurrence and during extent permitted in the continuation of an Event of DefaultCredit Agreement, and upon receipt of written notice from Administrative Agent to Grantors exercise all voting and corporate rights with respect to the discontinuance Pledged Securities; provided, however, that -------- ------- no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would result in any violation of any provision of the Credit Agreement, this Agreement or any other Credit Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such voting and other rightsrights to the relevant Grantor or Grantors, Grantors (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities may be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, consensual corporate and other powers of ownership rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Shares for all purposes not inconsistent with Securities upon the terms merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of this Agreement any Issuer, or upon the exercise by any Grantor or the other Loan DocumentsAdministrative Agent of any right, provided that Grantors jointly privilege or option pertaining to such Pledged Securities, and severally agree that they will not vote in connection therewith, the right to deposit and deliver any and all of the Pledged Shares in Securities with any manner that is inconsistent with committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the terms of this Agreement or Administrative Agent may determine), all without liability except to account for property actually received by it, but the other Loan Documents; and Administrative Agent shall execute and deliver have no duty to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors any Grantor to exercise the rights any such right, privilege or option and powers that they are entitled shall not be responsible for any failure to exercise pursuant to this Section 4.04(a)(ii)do so or delay in so doing. (iiic) Until Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the occurrence and during the continuation of Administrative Agent in writing that (x) states that an Event of Default, Default has occurred and upon receipt of written notice from Administrative Agent to Grantors is continuing and (y) is otherwise in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, andwithout any other or further instructions from such Grantor, if Administrative Agent and each Grantor agrees that each Issuer shall be fully protected in so request in writingcomplying, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend(ii) unless otherwise expressly permitted hereby, distribution and pay any dividends or other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except payments with respect to the extent theretofore applied Pledged Securities directly to the Secured Obligations), be returned by Administrative Agent to GrantorsAgent.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a Controlled Foreign Corporation that is a Grantor) then outstanding owned by the Grantors. In the case of any Issuer that is a Controlled Foreign Corporation and that is not a Grantor, the Grantors will comply with Section 8.12 of the Loan Agreement. (ii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and the Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of DefaultDefault that has not been waived in writing by the Majority Lenders in accordance with the Loan Agreement, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors Default that has not been waived in writing by the Majority Lenders in accordance with respect to the discontinuance of such Grantors retaining such dividends and other amountsLoan Agreement, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors will cause As collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Section 8 of this Agreement, at the Closing each Stockholder shall, and by execution hereof does hereby, transfer, pledge and assign to USOP, for the benefit of USOP, a security interest in the following assets: (A) such Stockholder's pro rata portion of "Pledged Shares," which shall mean ten percent (10%) of the Aggregate Consideration (such amount shall be subject to reduction as provided in Section 1.2(e)(iii) above), the certificates and instruments representing or evidencing the Pledged Shares to constitute Shares, and all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange or substitution for any or all times 100% of the total number Pledged Shares; and in the event that a Stockholder receives any such property, such Stockholder shall immediately deliver such property to USOP to be held hereunder as part of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsthe Pledged Shares; and (B) all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property, except as provided for in Section 1.2(f)(iii). (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to Each certificate evidencing the Pledged Shares for all purposes not inconsistent with issued in the terms of this Agreement or Stockholder's names in the other Loan DocumentsMerger, provided that Grantors jointly and severally agree that they will not vote shall, at the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to Closing, be executed and delivered to Grantors all USOP, together with an undated stock power duly signed in blank by such proxiesStockholder, powers of attorney, dividend and such certificate bearing no restrictive or cautionary legend other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)than those imprinted by USOP's transfer agent at USOP's request. (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors The Stockholders shall be entitled to receive and retain exercise any dividends, distributions or proceeds on voting powers incident to the Pledged SharesShares until such time, if ever, as they are transferred to USOP to satisfy the indemnification obligations of the Stockholders pursuant to Section 8 hereof. (iv) After Each Stockholder hereby acknowledges that each pledge under this Section 1.2(f) is independent of the occurrence pledge by the other Stockholder hereunder and during the continuation of an Event of Default, that USOP may take any and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises all actions against a Stockholder's Pledged Shares under this Agreement without taking any available right to declare any Secured Obligations due and payable or seeks or pursues action against any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stockholder's Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to GrantorsShares.

Pledged Shares. (i) Grantors Each Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than an Excluded Foreign Subsidiary then outstanding owned by Grantorssuch Grantor and (2) in the case of any Issuer that is an Excluded Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by such Grantor. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors each Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with prohibited by the terms of this Agreement Agreement, the Loan Documents or the any other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement instrument or the other Loan Documentsagreement referred to herein or therein; and the Administrative Agent shall execute and deliver to Grantors such Grantor or cause to be executed and delivered to Grantors such Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors such Grantor may reasonably request for the purpose of enabling Grantors such Grantor to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii4.4(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors each Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not the Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent Agent, for distribution to the benefit of the Secured Parties Parties, and retained by them it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors jointly and severally agree each Grantor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors such Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantorssuch Grantor.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer (other than a First-Tier Foreign Subsidiary that is not a Grantor) then outstanding owned by the Grantors and (2) in the case of any Issuer that is a First-Tier Foreign Subsidiary and is not a Grantor, 65% (or such greater percentage as may be provided pursuant to Section 3.02(a)) of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantors. (ii) Until At all times other than after the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, Documents or any other instrument or agreement referred to herein or therein; provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until At all times other than after the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares.Shares paid in cash out of earned surplus or otherwise paid in accordance with the Loan Agreement. 11 (iv) After Upon the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, ; provided that if such Event of Default is no longer continuingwaived in writing by Administrative Agent in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors Each Obligor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then issued and outstanding beneficially owned by Grantorssuch Obligor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the voting Shares of such Issuer and 100% of all other issued and outstanding Shares of such Issuer beneficially owned by such Obligor. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Agreement, the Loan Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement Agreement, the Loan Documents or the any such other Loan Documentsinstrument or agreement; and the Administrative Agent shall execute and deliver to Grantors the Obligors or cause to be executed and delivered to Grantors the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Obligors may reasonably request for the purpose of enabling Grantors the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of be continuing and the Administrative Agent shall have given written notice from Administrative Agent to Grantors with respect to the discontinuance relevant Obligor of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises the Secured Creditors’ intent to exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to Secured Parties and retained by them it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantorsthe Obligors.

Pledged Shares. (i) Grantors The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by Grantorsthe Grantor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) Until So long as no Default shall have occurred and be continuing, the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Security Agreement, the Credit Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors jointly and severally agree the Grantor agrees that they it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement Security Agreement, the Credit Documents or the any such other Loan Documentsinstrument or agreement; and Administrative Agent the Secured Party shall execute and deliver to Grantors the Grantor or cause to be executed and delivered to Grantors the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Grantor may reasonably request for the purpose of enabling Grantors the Grantor to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). (iii) Until Unless and until a Default shall have occurred and be continuing, the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence If a Default shall have occurred and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the other Loan Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them Party as part of the Collateral, subject to the terms of this Security Agreement, and, if Administrative Agent the Secured Party shall so request in writing, Grantors jointly and severally agree the Grantor agrees to execute and deliver to Administrative Agent the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative Agent the Secured Party shall, upon request of Grantors the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent the Secured Party to Grantorsthe Grantor.

Pledged Shares. (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares Capital stock of each Issuer then outstanding owned Subsidiary being represented by stock certificates as follows: To: Bank of America, N.A. as Administrative Agent Re: CNET Networks, Inc. Ladies and Gentlemen: This Accession Agreement is made and delivered pursuant to Section 24 of that certain Security Agreement dated as of October 12, 2007 (as amended, modified, renewed or extended from time to time, the “Security Agreement”), made between each Grantor party thereto (each a “Grantor” and collectively, the “Grantors. (ii) Until the occurrence and during the continuation of an Event of Default”), and upon receipt Bank of written notice from America, N.A. (the “Administrative Agent to Grantors with respect to the discontinuance of such voting Agent”). All capitalized terms used in this Accession Agreement and other rights, Grantors not otherwise defined herein shall have the right meanings assigned to exercise all votingthem in either the Security Agreement or the Credit Agreement. The undersigned, consensual and other powers [insert name of ownership pertaining to acceding Subsidiary], a [corporation, partnership, limited liability company, etc.], hereby acknowledges for the Pledged Shares benefit of the Secured Parties that it shall be a “Grantor” for all purposes not inconsistent of the Security Agreement effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 3 of the Security Agreement are true and correct as to the undersigned as of the date hereof. Without limiting the foregoing, the undersigned hereby agrees to perform all of the obligations of a Grantor under, and to be bound in all respects by the terms of, the Security Agreement, including Section 4 thereof, to the same extent and with the terms same force and effect as if the undersigned were an original signatory thereto. The undersigned hereby grants to the Administrative Agent, for itself and on behalf of this Agreement or and for the ratable benefit of the other Loan DocumentsSecured Parties, provided that Grantors jointly a security interest in all of the undersigned’s right, title and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms interest in, to and under all of this Agreement its personal property, wherever located and whether now existing or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors owned or cause to be executed and delivered to Grantors hereafter acquired or arising, including all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourseCollateral, as Grantors may reasonably request security for the purpose payment and performance of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations). Schedules 1 through 4 to the Security Agreement are hereby amended by adding Schedules 1 through 4 attached hereto to the Security Agreement. [Attach hereto completed Schedules 1 through 4 in the form of Schedules 1 through 4 attached to the Security Agreement.] This Accession Agreement shall constitute a Loan Document under the Credit Agreement. THIS ACCESSION AGREEMENT SHALL BE GOVERNED BY, be returned by Administrative Agent to GrantorsAND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by Grantorsthe Obligors and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of Voting Stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Obligors. (ii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent in conflict with the terms of this Agreement or Agreement, the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in Transaction Documents or any manner that is inconsistent with the terms of this Agreement other instrument or the other Loan Documents; and Administrative agreement referred to herein or therein. The Collateral Agent shall execute and deliver to Grantors the Obligors or cause to be executed and delivered to Grantors the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Obligors may reasonably request for the purpose of enabling Grantors the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii5.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After The Obligors agree that they will execute and deliver, for any Issuer that is a Foreign Subsidiary, a supplemental pledge agreement providing for the occurrence granting of a security interest in the related Pledged Shares governed by the laws of the jurisdiction in which such Foreign Subsidiary is organized and during deliver related opinions of local legal counsel in respect thereof, in each case in form and substance reasonably acceptable to the continuation Collateral Agent, to the extent that the Collateral Agent reasonably determines that the benefits afforded by such supplemental pledge agreement merit the delivery thereof in light of an the cost and expense thereof. (v) If any Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent any Claimholder exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Transaction Documents or any other agreement relating to such Secured ObligationObligations, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative the Collateral Agent for distribution to Secured Parties and retained by them it in the Collateral Account as part of the First Lien Collateral and the Second Lien Collateral, subject to the terms of this Agreement, and, if Administrative the Collateral Agent shall so request in writing, Grantors the Obligors jointly and severally agree to execute and deliver to Administrative the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative the Collateral Agent shall, upon request of Grantors the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative the Collateral Agent to Grantorsthe Obligors.

Pledged Shares. (ia) Grantors All Pledged Shares in which Borrower shall hereafter grant a security interest pursuant to this Agreement will cause be, duly authorized, validly existing, fully paid and nonassessable, and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, shareholders agreement or other organizational instrument of Metropolitan or any other issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or under such organizational documents). (b) All certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof will have been delivered to constitute at Lender in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by Lender of all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorssuch Pledged Shares) Lender has a perfected first priority security interest therein. (iic) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, or any other instrument or agreement referred to herein or therein, provided that Grantors jointly and severally agree Xxxxxxxx agrees that they it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative Agent Lender shall execute and deliver to Grantors Borrower or cause to be executed and delivered to Grantors Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors Borrower may reasonably request for the purpose of enabling Grantors Borrower to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii8(c). (iiid) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Borrower shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (ive) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent Lender exercises any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties Lender and retained by them it as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent Lender shall so request in writing, Grantors jointly and severally agree Xxxxxxxx agrees to execute and deliver to Administrative Agent Lender appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to Administrative Agent Lender shall, upon request of Grantors Borrower (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent Lender to GrantorsBorrower. (f) Borrower hereby expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Borrower, and Xxxxxxxx agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to Lender for the benefit of Lender. (g) Notwithstanding anything to the contrary in this Agreement, Xxxxxx shall take no action with respect to the Pledged Shares that would result in Borrower having an ineligible shareholder under the laws relating to the corporate practice of medicine in the State of California.

Pledged Shares. The Pledgor represents and warrants to the Collateral Agent that: (ia) Grantors The Pledged Shares are duly authorized, validly issued and are fully paid and non-assessable; (b) Except for liens, claims and rights of third parties arising solely through the acts of the Collateral Agent, the Collateral Agent has and (assuming the Collateral Agent maintains continuous possession of such Collateral) will cause continue to have at all times as security for the Liabilities a valid, first priority perfected security interest in the Collateral and the proceeds thereof free of all Liens, claims and rights of third parties whatsoever (other than Permitted Liens provided for in Section 8.01(b) of the Credit Agreement); (c) To the extent any Pledged Shares are evidenced by certificates, the Pledgor has delivered to the Collateral Agent for pledge under this Agreement on the date hereof, the certificates representing all the Pledged Shares to constitute which it owns; (d) The Pledged Shares represent all of the issued and outstanding capital stock of each Subsidiary owned by the Pledgor; (e) The Pledgor will, at all times 100% times, keep pledged to the Collateral Agent pursuant hereto all shares of each of the total number of Shares that are not Excluded Shares of each Issuer then outstanding Subsidiaries owned by Grantors.the Pledgor; (iif) Until The Pledgor agrees to endorse and/or deliver to the Collateral Agent for pledge hereunder, promptly upon its obtaining thereof, any additional Collateral (other than cash dividends, interest and principal paid on such Collateral prior to the occurrence and during of a Default under Section 9.01(f) or (g) of the continuation of Credit Agreement or an Event of Default, and upon receipt ). As of written notice from Administrative Agent to Grantors with respect the date of any such delivery of additional shares or certificates to the discontinuance Collateral Agent, the Pledgor will represent and warrant that: (i) it owns such shares and certificates and the proceeds thereof free of such voting all Liens, claims and rights of any other rightsPerson other than the Liens granted hereunder, Grantors shall have (ii) it has good and marketable title to said shares and certificates and has the right to exercise deliver, pledge, assign and transfer such shares or certificates to the Collateral Agent pursuant to this Pledge Agreement, (iii) the Collateral Agent has a valid, first priority perfected security interest in said shares and certificates and the proceeds thereof free of all votingLiens, consensual claims and rights of third parties whatsoever (other powers than Permitted Liens provided for in Section 8.01(b) of ownership pertaining the Credit Agreement) and (iv) it has pledged to the Collateral Agent, as the case may be, as at such date, all of the capital stock of each of the Subsidiaries owned by it; (g) All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer and/or pledge of the Pledged Shares for all purposes not inconsistent with have been paid and will hereafter be paid by the terms of this Agreement or the other Loan Documents, provided that Grantors jointly Pledgor as such become due and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documentspayable; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)and. (iiih) Until the occurrence The information contained in Schedule 1 is true and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Sharesaccurate in all respects. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

Pledged Shares. (ia) Grantors Except for releases of Acquired Shares from the Collateral in accordance with clause (x) of the proviso to Section 5.10(a) of the Credit Agreement and Dispositions of Shares included in the Collateral in accordance with the last sentence of Section 6.03 of the Credit Agreement, the Borrower will cause the Pledged Shares Collateral to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer Equity Interests then outstanding owned by Grantorsthe Borrower, except for the Seller Excluded Shares and the Santander Excluded Shares. (iib) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in Documents or any manner that is inconsistent with the terms of this Agreement other instrument or the other Loan Documentsagreement referred to herein or therein; and Administrative the Collateral Agent shall execute and deliver to Grantors the Borrower or cause to be executed and delivered to Grantors the Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Borrower may reasonably request for the purpose of enabling Grantors the Borrower to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii4.04(b). (iiic) Until Without limiting the occurrence Borrower’s obligations under Section 2.12(e) of the Credit Agreement, the Borrower agrees to cause to be deposited directly into the Collateral Agent’s Account (i) all dividends or distributions of and during all Proceeds on the continuation Pledged Shares and (ii) all cash dividends or cash distributions on the Seller Excluded Shares (other than (x) distributions resulting from a capital reduction or from a stock split, reclassification or stock dividend and (y) in-kind dividends or distributions. For the avoidance of an Event of Defaultdoubt, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any it is hereby agreed that no dividends, distributions or proceeds Proceeds on the Pledged SharesSantander Excluded Shares are required to be deposited into the Collateral Agent’s Account. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded the then outstanding Shares of each Issuer then outstanding owned by the Grantors. (ii) Until the occurrence and during the continuation of Unless an Event of DefaultDefault has occurred and is continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any other instrument or agreement referred to herein or therein, provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and the Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of Unless an Event of DefaultDefault has occurred and is continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After Upon the occurrence and during the continuation continuance of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingwaived in writing by the Majority Lenders in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors The Obligors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding and owned by Grantorsthe Obligors, other than any Excluded Equity Interests. The Obligors shall at no time elect to treat any limited liability company or partnership interests pledged hereunder as a “security” within the meaning of Article 8 of the UCC. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Agreement Documents or the any other Loan Documentsinstrument or agreement referred to herein or therein, provided that Grantors the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Agreement Documents or any such other instrument or agreement, or in any manner adverse to the other Loan Secured Parties’ rights, remedies or interest in any of the Agreement Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Obligors shall be entitled to receive and retain any dividends, distributions or proceeds Proceeds on the Pledged SharesShares paid in cash out of earned surplus to the extent such dividends, distributions or Proceeds are permitted to be made under Section 4.16 of the NIA. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not Administrative Agent exercises the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Agreement Documents or any other agreement relating to such Secured Obligation, (A) all dividends rights of each Obligor to exercise the voting and other distributions on consensual rights it would otherwise be entitled to exercise with respect to the Pledged Shares pursuant to Section 4.04(a)(ii) hereof shall be paid directly immediately cease, and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right (but not the obligation) to Administrative Agent for distribution to Secured Parties exercise such voting and retained by them as part of the Collateral, subject to the terms of this Agreementother consensual rights, and, if Administrative Agent shall so request in writingconnection therewith, Grantors jointly each Obligor shall, at its sole cost and severally agree expense, from time to time execute and deliver to Administrative Collateral Agent appropriate additional dividendinstruments, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.and

Pledged Shares. (i) The Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsthe Grantors except for Shares constituting Excluded Assets. (ii) Until the occurrence and during the continuation of (A) an Event of Default, Default that has not been waived in writing by Administrative Agent in accordance with the Loan Agreement and upon receipt of written (B) notice from Administrative Agent to Grantors with respect to Agent, the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or Agreement, the other Loan Documents, Documents or any other instrument or agreement referred to herein or therein; provided that the Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or Agreement, the other Loan DocumentsDocuments or any such other instrument or agreement; and Administrative Agent and Secured Parties shall execute and deliver to the Grantors or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of (A) an Event of Default, Default that has not been waived in writing by Administrative Agent in accordance with the Loan Agreement and upon receipt of written (B) notice from Administrative Agent to Grantors with respect to Agent, the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of (A) an Event of Default, Default that has not been waived in writing by Administrative Agent in accordance with the Loan Agreement and upon receipt of written (B) notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsAgent, whether or not Administrative Agent the Secured Parties or any of them exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to the Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, ; provided that if such Event of Default is no longer continuingwaived in writing by Administrative Agent in accordance with the Loan Agreement, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to the Grantors.

Pledged Shares. (i) Grantors The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares that are not Excluded Shares of each Issuer that is a Domestic Subsidiary and a Foreign Subsidiary that is not a CFC, then issued and outstanding owned by Grantorsthe Grantor and (2) in the case of each Issuer that is a Foreign Subsidiary that is a CFC, 65% of the total number of Shares of voting stock of such Issuer and 100% of the total number of Shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) Until the occurrence and during the continuation of an So long as no Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement Agreement, the Loan Documents or the any other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement instrument or the other Loan Documentsagreement referred to herein or therein; and the Administrative Agent shall execute and deliver to Grantors the Grantor or cause to be executed and delivered to Grantors the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors the Grantor may reasonably request for the purpose of enabling Grantors the Grantor to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(a)(ii4.4(a)(ii). (iii) Until the occurrence Unless and during the continuation of until an Event of DefaultDefault shall have occurred and be continuing, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesShares paid in cash out of earned surplus. (iv) After the occurrence and during the continuation of If an Event of Default, Default shall have occurred and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amountsbe continuing, whether or not the Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law Applicable Law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent Agent, for distribution to the benefit of the Secured Parties Parties, and retained by them it in a cash collateral account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, Grantors jointly and severally agree the Grantor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, provided that if such Event of Default is no longer continuingcured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of Grantors the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to Grantorsthe Grantor.

Pledged Shares. (i) Grantors will cause Pledgor shall defend the Administrative Agent's right, title and interest in and to the Pledged Shares to constitute at and all times 100% other Collateral against the claims and demands of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantorsall Persons whomsoever. (ii) Until the occurrence and during the continuation of an Event of DefaultThe Pledged Shares, and upon receipt any securities pledged in substitution therefor or in addition thereto, shall at all times constitute, one hundred percent (100%) of written notice from Administrative Agent to Grantors with respect to all the discontinuance issued and outstanding Capital Stock of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii)Companies. (iii) Until Pledgor shall not authorize the occurrence issuance by the Companies of any additional membership interests or stock of the Companies, (whether common or preferred and during whether of a class now or hereafter existing) unless concurrently with such issuance all such stock is owned by Pledgor and made subject to the continuation pledge of an Event of Defaultshares hereunder. If Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional membership interests or stock in the Companies at any time or from time to time after the date hereof, Pledgor will promptly pledge and deposit or cause to be deposited such membership interests or stock with the Administrative Agent and deliver or cause to be delivered to the Administrative Agent certificates therefor, accompanied by powers duly executed in blank by Pledgor, and upon receipt of written notice from will promptly thereafter deliver to the Administrative Agent to Grantors a certificate executed by any Responsible Officer of Pledgor describing such shares and certifying that the same have been duly pledged with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged SharesAdministrative Agent hereunder. (iv) After the occurrence and during the continuation Any security pledged in substitution of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall or in addition to the Pledged Shares will be (A) duly and validly issued, fully paid directly and nonassessable and duly and validly pledged hereunder in accordance with all applicable Requirements of Law and (B) issued in the name of Pledgor and when issued will then have been duly endorsed and executed in blank or when issued will then have, attached thereto a power substantially in the form of Annex B duly signed in blank by the appropriate officer of Pledgor. Each such power will give the Administrative Agent the rights and authority it purports to give. Upon receipt by the Administrative Agent of such new certificates (which either will have been duly executed in blank or will have attached thereto such powers), the security interest described in this Agreement will attach thereto and will represent a valid and perfected first priority on and security interest in such Collateral, in favor of the Administrative Agent for distribution the benefit of the Secured Parties. (v) Pledgor shall not execute or authorize to Secured Parties and retained by them as part be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, subject except financing statements filed or to be filed in respect of and covering the terms of this security interests granted hereby by Pledgor or granted by Pledgor in the Holdco New York Second Lien Stock Pledge Agreement. (vi) Pledgor shall not hereafter create or permit to exist any Lien, andsecurity interest or other charge, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and encumbrance or other orders and documents to that end, provided, that if such Event of Default is no longer continuingsecurity arrangement upon or with respect to, any such dividend of the Collateral (other than Liens created under this Agreement or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured ObligationsHoldco New York Second Lien Stock Pledge Agreement), be returned by Administrative Agent to Grantors.