Common use of Pledged Shares Clause in Contracts

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares), whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer of the Company’s subsidiaries (each, a “Subsidiary” and collectively, the “Subsidiaries”) beneficially owned by such Grantor the Company on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares)hereof, whether or not registered in the name of such Grantorthe Company. Schedule 2 Annex 7 correctly identifies, as at the date hereof, the respective Issuers of Subsidiaries that issued the Initial Pledged Shares and (in the case of any corporate IssuerSubsidiary that is a corporation) the respective class and par value of such Shares and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Company shall hereafter grant a security interest pursuant to Section 3 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer Subsidiary thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementTransaction Documents, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer (other than a First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor to which Section 3.02(a) applies) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a other than a First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor to which Section 3.02(a) applies, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a Controlled Foreign Corporation, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral will be, (i) duly authorized, validly existing, fully paid and non-assessable nonassessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon prohibiting the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan DocumentDocuments, (ii) contained Permitted Restrictive Agreements or as otherwise permitted in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generallyLoan Documents).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of the Grantor and (ii) in the case of each Issuer that is a Foreign Subsidiary, (A) 65% of the issued and outstanding shares of voting stock of such Issuer and (B) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by the Grantor on the date hereof, in each case whether or not registered in the name of the Grantor. Schedule 2 Annex 3 (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-non assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementTransaction Documents, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a Controlled Foreign Corporation, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other non-voting issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon prohibiting the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan DocumentDocuments, (ii) contained Permitted Restrictive Agreements or as otherwise permitted in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generallyLoan Documents).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer (other than a First-Tier Foreign Subsidiary that is not a Grantor) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor and (ii) in the case of each Issuer that is a First-Tier Foreign Subsidiary that is not a Grantor, (x) 65% (or such greater percentage as may be provided pursuant to Section 3.02(a)) of the issued and outstanding shares of voting stock of such Issuer and (y) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral will be, (i) duly authorized, validly existing, fully paid and non-non- assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned directly by such Grantor Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 Annex 3 or any Excluded SharesEquity Interests), whether or not registered in the name of such GrantorObligor. Schedule 2 Annex 3 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. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Obligor shall hereafter grant a security interest pursuant to Section 3 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 equity interest Shares in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or under such organizational instruments or any Specified Permitted Liens). All certificates, agreements or instruments representing or evidencing the Pledged Shares (iiito the extent such Pledged Shares are certificated) affecting in existence on the offering date hereof have been, or will be, delivered to Lender in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and sale (assuming continuing possession by Lender of securities generally).all such Pledged

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer (other than a First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor to which Section 3.02(a) applies) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor and (ii) in the case of each Issuer that is a First-Tier Foreign Subsidiary to which Section 3.02(a) applies, (x) 65% of the issued and outstanding shares of voting stock of such Issuer and (y) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute of such Grantor constitute: 100% of the all issued and outstanding Shares Equity Interests of each Equity Issuer that are directly or indirectly beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares)Grantor, whether or not registered in the name of such Grantor, other than any Excluded Equity Interests. Schedule 2 Annex 3 (Part A) correctly identifies, as at of the date hereof (or, in the case of any supplement to said Annex 3 (Part A) as required by Sections 5.12(a) and (b) hereof, as of the date of such supplement), (A) the respective Equity Issuers of the Initial Pledged Shares and Shares, (B) in the case of any corporate Equity Issuer) , the respective class and par value of such Shares and the Pledged Shares, (C) the respective number of such the Pledged Shares (and registered owner thereof, and (D) represented by each such certificate. (b) whether the Pledged Shares are certificated or uncertificated. The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Grantor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existingissued, fully paid and non-assessable (in the case of any Shares Equity Interests issued by a corporation) and (ii) duly authorized and validly issued and outstanding (in the case of any equity interest Equity Interests in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 4), whether or not registered in the name of such GrantorObligor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Obligor shall hereafter grant a security interest pursuant to Section 3 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement or the 2002 Note Purchase Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Schedule 2 sets forth a complete and correct list of all Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or 4) beneficially owned by any Excluded Shares)Obligor on the date hereof, whether or not registered in the name of such Grantorany Obligor (the “Schedule 2 Pledged Shares”). Schedule 2 correctly identifies, as at the date hereof, the respective Issuers of the Initial Schedule 2 Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Schedule 2 Pledged Shares are, and all other Pledged Shares that in of Subsidiaries of the future will constitute Collateral will be, Borrower are (i) duly authorized, validly existing, fully paid and non-non assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None , and none of such the Schedule 2 Pledged Shares of Subsidiaries of the Borrower are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Securities Purchase Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares Equity Interests of each Issuer beneficially wholly-owned Domestic Subsidiary directly owned by such Grantor each Obligor on the date hereof (other than any Shares Equity Interests held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 5), whether or not registered in the name of such GrantorObligor and (b) in the case of each Issuer that is a Foreign Subsidiary or a Foreign Subsidiary Holding Company, (i) 65% of the issued and outstanding Equity Interests of voting stock of such Issuer and (ii) 100% of all other issued and outstanding Equity Interests of capital stock of whatever class of such Issuer directly owned by such Obligor on the date hereof, in each case whether or not registered in the name of such Obligor. Schedule 2 Annex 3 (Pledged Shares) 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 Equity Interests, whether such Equity Interests are certificated and the respective number of such Shares Equity Interests (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Obligor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares Equity Interests issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest Equity Interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer pledging of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares)hereof, whether or not registered in the name of the Grantor and (b) in the case of each Issuer that is a Foreign Subsidiary, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by the Grantor on the date hereof, in each case whether or not registered in the name of the Grantor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Section 3 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in the Note, the Subordination Agreement or the Subordinated Security Agreement and any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreementsubordination agreement related thereto, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares), whether or not registered in the name of such Grantor. Schedule Annex 2 correctly identifies, as at the date hereof, the respective Issuers ADSs owned by the Pledgor pursuant to the Acquisitions, and such ADSs represent all of the Initial Securities acquired by the Pledgor pursuant to the Acquisitions. The Pledged Shares and (in owned by the case of any corporate Issuer) the respective class and par value of such Shares and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares Pledgor are, and all other Pledged Shares that in which the future will constitute Collateral Pledgor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares Equity Interests issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest Equity Interest in any other entity). None , and none of such the Pledged Shares are is or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereofCompany, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein, in any the Loan DocumentDocuments, (ii) contained in any Restrictive Agreement permitted the Deposit Agreement, under Section 9.11 the charter or the by-laws of the Credit AgreementCompany or any other organizational instrument of the Company, or (iii) affecting under the offering shareholders agreement among Repsol, certain its Affiliates, Xxxxxxxx Energía, S.A. dated February 21, 2008). Pledgor has the right and sale requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Shares pledged by Pledgor to the Collateral Agent for the benefit of securities generally)the Secured Parties as provided herein.

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares)hereof, whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 6), whether or not registered in the name of such the Grantor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Section 3 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation to which Section 3.02(a) applies) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule Annex 7 or any Excluded Sharesto the Security Agreement Disclosure Letter), whether or not registered in the name of such GrantorGrantor and (ii) in the case of each Issuer that is a Controlled Foreign Corporation to which Section 3.02(a) applies, the issued and outstanding shares of capital stock required to be pledged in accordance with Section 8.12 of the Loan Agreement. Schedule Annex 2 to the Security Agreement Disclosure Letter 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral will bebe upon issuance, (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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generallygenerally or in any jurisdiction outside of the United States).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof Closing Date (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor. Schedule 2 correctly identifies, as at of the date hereofClosing Date, 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or any restriction on the Pledged Shares of a Transaction Vehicle). (c) None of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) affecting the offering and sale of securities generally)is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a Controlled Foreign Corporation, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule Annex 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer other than an Excluded Foreign Subsidiary beneficially owned by a Grantor on the date hereof , whether or not registered in the name of such Grantor and (ii) in the case of each Issuer that is an Excluded Foreign Subsidiary, (A) 65% of the issued and outstanding shares of voting stock of such Issuer and (B) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held hereof, in a Securities Account referred to in Schedule 7 or any Excluded Shares), each case whether or not registered in the name of such Grantor. Schedule 2 Annex III (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Grantor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable non‑assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest Shares in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument Organizational Documents of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or (iii) affecting the offering and sale of securities generallyunder such Organizational Documents).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer that is a Domestic Subsidiary and Foreign Subsidiary that is not a CFC, in each case, beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex IV), whether or not registered in the name of the Grantor and (ii) in the case of each Issuer that is a Foreign Subsidiary that is a CFC, (A) 65% of the issued and outstanding shares of voting stock of such Issuer and (B) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by the Grantor on the date hereof, in each case whether or not registered in the name of the Grantor. Schedule 2 Annex III (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Article III 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 equity interest Shares in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument documents of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or (iii) affecting the offering and sale of securities generallyunder such organizational documents).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such Grantor Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of such GrantorObligor and (b) in the case of each Issuer that is a Foreign Subsidiary, (i) 65% of the issued and outstanding voting Shares of such Issuer and (ii) 100% of all other issued and outstanding Shares 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. Schedule 2 Annex 3 (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) ). The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral which such Obligor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporationcorporation or similar entity) and (ii) duly issued and outstanding (in the case of any equity interest Shares in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any the Loan DocumentDocuments, (ii) contained in any Restrictive Agreement or under such organizational instruments or otherwise permitted under Section 9.11 of the Credit Agreement, or (iii) affecting the offering and sale of securities generallyLoan Documents).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Shares constituting Excluded Shares), Assets) whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Shares7), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a Controlled Foreign Corporation, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule 2 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).

Pledged Shares. (a) The Initial Pledged Shares from time to time pledged hereunder pursuant to Section 4 will constitute 100% of the issued and outstanding Shares of each Issuer that are beneficially owned by such any Grantor on as of the date hereof such Pledged Shares are pledged hereunder (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 2), whether or not registered in the name of such Grantor. Schedule 2 Annex 3 will correctly identifiesidentify, as at the date hereofof such pledge, 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial . All Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Borrower 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 equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementBasic Documents, or (iii) affecting under such organizational instruments or in such documents to which the offering and sale of securities generallyapplicable Issuer is subject that have been provided to the Administrative Agent).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer (other than a Controlled Foreign Corporation) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule Annex 7 or any Excluded Sharesto the Disclosure Letter), whether or not registered in the name of such GrantorGrantor and (ii) in the case of each Issuer that is a Controlled Foreign Corporation, the issued and outstanding shares of capital stock required to be pledged in accordance with Section 8.12 of the Loan Agreement. Schedule Annex 2 to the Disclosure Letter 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The To such Grantor’s knowledge, the Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit Agreement, Loan Agreement or (iii) affecting the offering and sale of securities generallygenerally or in any jurisdiction outside of the United States).

Pledged Shares. (a) The Initial Pledged Shares constitute (i) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of the Grantor and (ii) in the case of each Issuer that is a Foreign Subsidiary, (A) 65% of the issued and outstanding shares of voting stock of such Issuer and (B) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by the Grantor on the date hereof, in each case whether or not registered in the name of the Grantor. Schedule 2 Annex 3 (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificateShares. (b) The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-non assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementTransaction Documents, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer beneficially owned by such the Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded SharesAnnex 7), whether or not registered in the name of such the Grantor. Schedule 2 Annex 3 (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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) . The Initial Pledged Shares are, and all other Pledged Shares that in which the future will constitute Collateral Grantor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-non assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity). None , and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylawsby laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained herein or in any Loan Document, (ii) contained in any Restrictive Agreement permitted under Section 9.11 of the Credit AgreementDocuments, or (iii) affecting the offering and sale of securities generallyunder such organizational instruments).

Pledged Shares. (a) The Initial Pledged Shares constitute 100% of the issued and outstanding Shares of each Issuer (other than a First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor to which Section 3.02(a) applies) beneficially owned by such Grantor on the date hereof (other than any Shares held in a Securities Account referred to in Schedule 7 or any Excluded Sharesof the Security Agreement Disclosure Letter), whether or not registered in the name of such Grantor and (b) in the case of each Issuer that is a First Tier Foreign Subsidiary to which Section 3.02(a) applies, (i) 65% of the issued and outstanding shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer beneficially owned by such Grantor on the date hereof, in each case whether or not registered in the name of such Grantor. Schedule 2 of the Security Agreement Disclosure Letter 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 and the respective number of such Shares (and registered owner thereof) represented by each such certificate. (b) The Initial Pledged Shares are, and all other Pledged Shares that in the future will constitute Collateral 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 equity interest in any other entity). None of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, bylaws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction (i) contained in or expressly permitted under any Loan Document, (ii) contained in including any Restrictive Agreement permitted under Section 9.11 of the Credit Loan Agreement, or (iii) affecting the offering and sale of securities generally).