Common use of Pledged Shares Clause in Contracts

Pledged Shares. 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 Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 8), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a first tier 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 whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement). 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 owners thereof) represented by each such certificate. The Initial Pledged Shares, and all other Pledged Shares in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be duly authorized, validly issued, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in any organizational documents). None of the Pledged Shares are or will be subject to any effective 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. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture).

Pledged Shares. The Initial that it is the sole and exclusive owner of the Pledged Shares, that the Pledged Shares constitute (a) 100% have been fully subscribed and paid-up and that the Pledged Shares are free and clear of any Encumbrances or other impediments which may affect their free disposition or the creation of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 8), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a first tier Foreign Subsidiary, Pledge; and (i) 65% Authorizations: all authorizations, approvals, licenses and consents required: (i) for the conduct of the issued and outstanding shares business activities of Voting Stock of such Issuer and the Borrower; (ii) 100% of all other issued for the performance and outstanding Shares of whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as discharge of the date Borrower’s obligations under this Agreement; and (iii) in connection with the execution, delivery, validity, enforceability or admissibility in evidence of such supplement). Annex 3 this Agreement, are in full force and effect. (Part Aj) correctly identifies, as at As of the date hereof, there is no pending, or threatened, action, suit, investigation, litigation or proceeding affecting the respective Issuers Borrower before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the consummation of the Initial Pledged Sharestransactions contemplated hereby. (k) The Borrower has filed all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes, assessments, fees and other charges (in including interest and penalties) due with respect to the case of any corporate Issueryears covered by such returns. (l) the respective class and par value of such Shares and the respective number of such Shares No income, stamp or other taxes (and registered owners thereofother than taxes on, or measured by, net income or net profits) represented by each such certificate. The Initial Pledged Sharesor levies, and all other Pledged Shares in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be duly authorizedimposts, validly issueddeductions, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived charges, compulsory loans or otherwise agreed and not as a result of any rights contained in any organizational documents). None of the Pledged Shares withholdings whatsoever are or will be, under applicable law in Chile as of such date, imposed, assessed, levied or collected by Chile or any political subdivision or taxing authority thereof or therein either (i) on or by virtue of the execution of this Agreement or the Note or (ii) on any payment to be made by the Borrower pursuant to this Agreement or the Note, except (A) the Stamp Tax, (B) the withholding tax payable pursuant to Decree Law No. 824 of 1974, as amended, at a rate of 35% on interest. (m) The Borrower is subject to civil and commercial law with respect to its obligations hereunder, and the execution, delivery and performance by the Borrower of its obligations under this Agreement or the Note constitute private and commercial acts (jure gestionis acts) rather than public or governmental acts (jure imperii acts). Neither the Borrower nor any effective contractual restriction, of its respective properties has any immunity from jurisdiction of any court or from set-off or any restriction legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the charter, by-laws, partnership agreement or other organizational instrument laws of the respective Issuer thereof, upon the transfer of such Pledged Shares. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture)Chile.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% Except for the security interest created hereby, each Obligor is and will at all times (except as otherwise permitted under the Credit agreement) be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the issued and outstanding Pledged Shares of each Issuer other than a Foreign Subsidiary beneficially indicated on Annex 1 as being owned by such Obligor on and, when acquired by such Obligor, any Pledged Shares acquired after the date hereof (other than any Shares held in a Securities Account referred to in Annex 8), whether or not registered in the name of such Obligor and Closing Date; (b) in the case of each Issuer that is a first tier Foreign Subsidiary, (i) 65% all of the Pledged Shares issued and outstanding shares of Voting Stock of such Issuer and (ii) 100% of all other issued and outstanding Shares of whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement). 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 owners thereof) represented by each such certificate. The Initial Pledged Shares, and all other Pledged Shares in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be hereof are duly authorized, validly issued, fully paid and non-assessable nonassessable and (except ii) all of the Pledged Shares constitute the percentage of the issued and outstanding Equity Interests identified on Annex 1 as supplemented or modified by any Pledged Interests Addendum or any Counterpart Agreement executed and delivered under this Agreement; (c) such rights may arise under mandatory provisions Obligor has the right and requisite authority to pledge the Investment Property pledged by such Obligor to the Collateral Agent for the benefit of applicable statutory law that may not be waived the Secured Parties, as provided herein; (d) all actions necessary to perfect and establish the First Priority of, or otherwise agreed protect, the Collateral Agent’s Liens in the Investment Property pledged pursuant to this Agreement, and the proceeds thereof, have been duly taken, upon the (i) execution and delivery of this Agreement, (ii) subject to the timeframe set forth in Section 5.14(a) of the Credit Agreement, delivery of the Pledged Shares represented by certificates to the Collateral Agent, for the benefit of the Secured Parties, in a suitable form for pledging by delivery (assuming the Collateral Agent continues to have control of such Pledged Shares) or accompanied by duly executed assignments in blank and (iii) the filing of financing statements in the applicable jurisdiction set forth on Annex 1 for such Obligor with respect to the Pledged Shares owned by such Obligor that are not as a result of any rights contained in any organizational documents)represented by certificates. None of the Pledged Shares are owned or will be subject held by such Obligor has been issued or transferred to Obligor in violation of any effective contractual restrictionsecurities registration, securities disclosure, or similar laws of any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of jurisdiction to which such Pledged Shares. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as transfer may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture)subject.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned directly by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 8)3 or any Excluded Equity Interests), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a first tier 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 whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement)Obligor. Annex 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares, 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 owners owner thereof) represented by each such certificate. The Initial Pledged SharesShares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interests interest pursuant to Section 3 will be be, (i) duly authorized, validly issuedexisting, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result in the case of any rights contained Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares in any organizational documentsother entity). None , and none of the such Pledged Shares are or will be subject to any effective 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. There are no outstanding warrants, options Shares (except for any such restriction contained herein or other rights to purchasein the Agreement Documents, or other under such organizational instruments or Specified Permitted Liens). All certificates, agreements outstanding with respect toor instruments representing or evidencing the Pledged Shares (to the extent such Pledged Shares are certificated) in existence on the date hereof have been, or property that is now will be, delivered to Collateral Agent in a suitable form for transfer by delivery or hereafter convertible into, accompanied by duly executed instruments of transfer or that requires the issuance or sale of, any assignment in blank and (assuming continuing possession by Collateral Agent of all such Pledged Shares except as may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture)Shares) Collateral Agent has a perfected first priority security interest therein.

Pledged Shares. (i) The Initial Obligors will cause the Pledged Shares to constitute at all times (a1) 100% of the issued and outstanding Shares total number of Equity Interests of each Issuer other than a Foreign Subsidiary beneficially or Foreign Subsidiary Holding Company then outstanding, owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 8), whether or not registered in the name of such Obligor Obligors and (b2) in the case of each any Issuer that is a first tier Foreign SubsidiarySubsidiary of Foreign Subsidiary Holding Company, (i) 65% of the issued and outstanding shares total number of Voting Stock Equity Interests of voting stock of such Issuer and 100% of the total number of Equity Interests of all other classes of Equity Interests of such Issuer then issued and outstanding owned by the Obligors. (ii) 100% Until an Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other issued powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation, provided that the Obligors jointly and outstanding severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of whatever class this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation, or in any manner materially adverse to the Collateral Agent’s or Lenders’ rights, remedies or interest in any of each Issuer beneficially owned by the Credit Documents; and, at the sole expense of the Obligors, the Collateral Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such Obligor proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends and other distributions or other Proceeds on the date hereof Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Credit Documents or any other agreement relating to any Secured Obligation; provided, that any non-cash dividends, distributions or Proceeds shall be forthwith delivered to the Collateral Agent to hold as Collateral pursuant to Section 4.01. (other than any constituting Investment Property held in a Securities Account referred to in Annex 8)iv) If an Event of Default shall have occurred and be continuing, in each case whether or not registered the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, upon written notice from the Collateral Agent to the Borrower, all rights of the Obligors under clause (ii) shall cease and be vested in the name Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights, and all dividends and other distributions or other Proceeds on the Pledged Shares shall be paid directly to the Collateral Agent and retained by it in a segregated account (the “Collateral Account”) as part of the Collateral, subject to the terms of this Agreement, and, if the Requisite Lenders shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured or waived, and notice of the same delivered in writing to the Collateral Agent by the Requisite Lenders any such dividend or distribution theretofore paid to the Collateral Agent then held in the Collateral Account shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Collateral Agent to the Obligors. All dividends and distributions or other Proceeds which are received by any Obligor contrary to the provisions of Section 4.04(a)(iii) or (iv) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Obligor (or, and shall immediately be paid over to the Collateral Agent as Collateral in the case same form as so received (with any necessary endorsement). (v) Each Obligor hereby expressly authorizes each Issuer of any supplement Pledged Shares pledged hereunder and each such Issuer that is an Obligor hereby agrees to Annex 3 effecting a pledge thereof, as (A) comply with any Instruction received by it from the Collateral Agent in writing (acting at the direction of the date Requisite Lenders) that (I) states that an Event of Default has occurred and is continuing and (II) is otherwise in accordance with the terms of this Agreement, without any other or further Instructions from such supplement). Annex 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged SharesObligor, 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 owners thereof) represented by each such certificate. The Initial Pledged Shares, and all other Pledged Shares in which such Obligor agrees that such Issuer shall hereafter grant security interests pursuant be fully protected in so complying and (B) to Section 3 will be duly authorizedthe extent expressly required hereby, validly issued, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived pay any dividend or otherwise agreed and not as a result of any rights contained in any organizational documents). None of other payment with respect to the Pledged Shares are or will be subject directly to any effective contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument Collateral Agent for the benefit of the respective Issuer thereof, upon Secured Parties. The Collateral Agent hereby agrees with the transfer Obligors that it shall not issue any such Instruction unless an Event of such Pledged Shares. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that Default has occurred and is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture)continuing.

Pledged Shares. The Initial Pledged Shares constitute Pledgor represents and warrants to the Bank that: (a) 100% The Pledged Shares are duly authorized and validly issued and are fully paid and non-assessable; (b) The Bank has and will continue to have a valid, perfected security interest in the Collateral and the proceeds thereof, free of all Liens, claims and rights of third parties whatsoever except for Permitted Liens; PROVIDED, THAT to the extent the Pledged Shares are certificated, the Bank or any of its agents shall maintains physical possession of the certificates representing the Pledged Shares and the stock powers relating thereto; (c) The Stock represents all of the issued and outstanding Shares capital stock of each the Issuer other than a Foreign Subsidiary beneficially thereof owned by such Obligor on the date hereof Pledgor; (d) The Pledgor will, at all times, keep pledged to the Bank pursuant hereto all shares of the capital stock of the Issuers, and all other than certificates or instruments which the Pledgor may now or hereafter own evidencing any Shares held in a Securities Account referred to in Annex 8), whether or not registered ownership in the name of such Obligor Issuers; (e) The Pledgor will endorse and (b) in deliver to the case of each Issuer that is a first tier Foreign SubsidiaryBank for pledge hereunder, (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 whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge promptly upon its obtaining thereof, any additional Collateral; as of the date of any such supplement). Annex 3 (Part A) correctly identifiesdelivery of additional shares, as at certificates or instruments to the date hereofBank, the respective Issuers Pledgor represents and warrants that: (i) it owns such shares, certificates and instruments and the proceeds thereof free and clear of the Initial Pledged Sharesall Liens, claims and (in the case rights of any corporate Issuerother Person other than Permitted Liens; (ii) it has good and marketable title to said shares, certificates and instruments and has the right to deliver, pledge, assign and transfer such shares, certificates or instruments to the Bank pursuant to this Pledge Agreement; and (iii) the respective class and par value of such Shares Bank has a valid, perfected security interest in said shares, certificates or instruments and the respective number proceeds thereof free of such Shares all Liens, claims and rights of third parties whatsoever, except for Permitted Liens; and (and registered owners thereoff) represented by each such certificate. The Initial Pledged SharesAll documentary, and all stamp or other Pledged Shares taxes or fees owing in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be duly authorizedconnection with the issuance, validly issued, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in any organizational documents). None transfer and/or pledge of the Pledged Shares are and other certificates or instruments have been paid and will hereafter be subject to any effective 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. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted paid by the Transaction Documents (Pledgor as defined in the Credit Agreement such become due and the Indenture)payable.

Pledged Shares. Capital stock of each Pledged Subsidiary being represented by stock certificates as follows: Pledgor (Jurisdiction of Organization) PledgedSubsidiary Certificate No. Certificate Date No. and Class of Shares To: _________________, as the Administrative Agent Re: _________________ Ladies and Gentlemen: This Accession Agreement is made and delivered pursuant to Section 20 of that certain Pledge Agreement dated as of November 9, 2015 (as amended, modified, renewed or extended from time to time, the “Pledge Agreement”), made between each Pledgor named in the signature pages thereof (each a “Pledgor” and collectively, the “Pledgors”), and JPMorgan Chase Bank, N.A. (the “the Administrative Agent”). All capitalized terms used in this Accession Agreement and not otherwise defined herein shall have the meanings assigned to them in either the Pledge Agreement or the Credit Agreement. The Initial Pledged Shares constitute (a) 100% undersigned, ___________________________ [insert name of acceding Pledgor], a _____________________ [corporation, partnership, limited liability company, etc.], hereby acknowledges for the benefit of the issued and outstanding Shares Lender Parties that it shall be a “Pledgor” for all purposes of each Issuer other than a Foreign Subsidiary beneficially owned by such Obligor on the Pledge Agreement effective from the date hereof (other than any Shares held hereof. The undersigned confirms that the representations and warranties set forth in Section 3 of the Pledge 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 Securities Account referred Pledgor under, and to be bound in Annex 8)all respects by the terms of, whether or not registered in the name of such Obligor Pledge Agreement, to the same extent and (b) in with the case of each Issuer that is a first tier Foreign Subsidiary, same force and effect as if the undersigned were an original signatory thereto. The undersigned (i) 65% hereby grants to the Administrative Agent, for itself and on behalf of and for the ratable benefit of the issued other Lender Parties, a security interest in all of the undersigned’s right, title and outstanding shares interest in and to all “Pledged Collateral” of Voting Stock of such Issuer and (ii) 100% of all other issued and outstanding Shares of whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8)undersigned, in each case whether presently existing or not registered in the name of such Obligor owned or hereafter arising or acquired and wherever located; and (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as ii) agrees that all Pledged Collateral of the date of such supplement). Annex 3 (Part A) correctly identifiesundersigned, as at including the date hereofproperty described on the supplemental schedule attached hereto, 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 owners thereof) represented by each such certificate. The Initial Pledged Shares, and all other Pledged Shares in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be duly authorized, validly issued, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in any organizational documents). None become part of the Pledged Shares are or will be subject Collateral and shall secure all Secured Obligations Schedule 1 to any effective contractual restriction, or any restriction the Pledge Agreement is hereby amended by adding Schedule 1 attached hereto to the Pledge Agreement. This Accession Agreement shall constitute a Loan Document under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares. There are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indenture)Agreement.

Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary beneficially Subsidiary) directly owned by such each Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 8)hereof, whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a first tier Foreign Subsidiary, (i) 65% (or such lesser percentage that constitutes all of the voting stock of such Issuer owned by such Obligor) of the issued and outstanding shares of Voting Stock voting stock of such Issuer and (ii) 100% of all other issued and outstanding Shares shares of capital stock of whatever class of each such Issuer beneficially directly owned by such each Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8)hereof, in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement)Obligor. Annex 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares, 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 owners owner thereof) represented by each such certificate. The Initial Pledged SharesShares are, and all other Pledged Shares in which such each Obligor shall hereafter grant a security interests interest pursuant to Section 3 will be be, (i) duly authorized, validly issuedexisting, fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result in the case of any rights contained Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any organizational documentsother entity). None , and none of the such Pledged Shares are or will be subject to any effective 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). None of the Initial Pledged Shares constitute Uncertificated Securities. No partnership agreement, limited liability agreement nor any other agreement of any Issuer that is not a corporation provides that any of the Initial Pledged Shares of such Issuer are securities governed by Article 8 of the NYUCC. As of the execution date hereof, each Obligor shall have delivered to the Collateral Agent all certificates evidencing any of the Initial Pledged Shares. There are no outstanding warrants, options accompanied by undated stock or other rights to purchase, or other agreements outstanding with respect to, or property powers duly executed in blank; provided that is now or hereafter convertible into, or that requires the issuance or sale of, any Initial Pledged Shares except identified as item 7 on Annex 3 (Part A) shall be delivered to the Collateral Agent no later than 30 Business Days following the date hereof (or such later date as the Collateral Agent may be permitted by the Transaction Documents (as defined in the Credit Agreement and the Indentureagree).

Pledged Shares. The Initial Pledged Shares constitute (a) 100% The Pledged Shares consist of the issued number and outstanding Shares type of each Issuer other than a Foreign Subsidiary beneficially owned by such Obligor on shares of the date hereof (other than any Shares held in a Securities Account referred to Capital Stock of Holdco, as described in Annex 8), whether or not registered in A. All of the name of such Obligor and Pledged Shares are certificated securities. (b) in the case of each Issuer that is a first tier 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 The Pledged Shares of whatever class of each Issuer beneficially owned by such Obligor on the date hereof (other than any constituting Investment Property held in a Securities Account referred to in Annex 8), in each case whether or not registered in the name of such Obligor (or, in the case of any supplement to Annex 3 effecting a pledge thereof, as of the date of such supplement). Annex 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Sharesare, and (along with any securities pledged in the case of any corporate Issuer) the respective class substitution therefor or in addition thereto will be, duly and par value of such Shares and the respective number of such Shares (and registered owners thereof) represented by each such certificate. The Initial Pledged Shares, and all other Pledged Shares in which such Obligor shall hereafter grant security interests pursuant to Section 3 will be duly authorized, validly issued, fully paid and non-assessable nonassessable and duly and validly pledged hereunder in accordance with all applicable Requirements of Law, and Pledgor warrants, covenants and agrees to defend the Collateral Agent's right, title and interest in and to the Pledged Shares and all other Pledged Collateral against the claims and demands of all Persons whomsoever. (c) Pledgor is the record, legal and beneficial owner of, and has good title to all of the Pledged Shares and all other Pledged Collateral purported to be pledged and assigned by it hereunder, free and clear of all Liens and other claims, security interests, mortgages, pledges and other encumbrances of every nature whatsoever other than Liens created under this Agreement, and it has the right to pledge the Pledged Shares and all other Pledged Collateral as herein provided. (d) The Pledged Shares constitute, and any securities pledged in substitution therefor, or in addition thereto shall as of the date hereof constitute, and shall, except as otherwise permitted hereby or by the Credit Agreements, at all times constitute, one hundred percent (100%) of all the issued and outstanding Capital Stock of Holdco. Holdco does not have outstanding (i) any securities convertible into or exchangeable for their Capital Stock or (ii) any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement, or any options for the purchase of, or any agreement, arrangements or understandings providing for the issuance of its Capital Stock. (e) Pledgor will not authorize the issuance by Holdco of any additional membership or other ownership interests, certificates or stock of Holdco, unless concurrently with such issuance all such membership or other ownership interests, certificates or stock is owned by Pledgor and made subject to the pledge of its interests hereunder. If Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional shares in Holdco at any time or from time to time after the date hereof, Pledgor will forthwith pledge and deposit or cause to be deposited such shares with the Collateral Agent and deliver or cause to be delivered to the Collateral Agent certificates therefor, accompanied by stock powers duly executed in blank by Pledgor, and will promptly thereafter deliver to the Collateral Agent a certificate executed by any Responsible Officer of Pledgor describing such shares and certifying that the same have been duly pledged with the Collateral Agent hereunder. (f) Each certificate evidencing the Pledged Shares is, and any security pledged in substitution therefor or in addition thereto will be, issued in the name of Pledgor and each such certificate has been, or when issued will then have been duly executed in blank or has, or when issued will then have, attached thereto a stock power substantially in the form of Annex C duly signed in blank by the appropriate officer of Pledgor. Each such stock power will give the Collateral Agent the rights and authority it purports to give. (g) Upon receipt by the Collateral Agent of the stock certificates representing the Pledged Shares (which either have been duly executed in blank or have attached thereto stock powers substantially in the form of Annex C duly signed in blank by the appropriate officer of Pledgor), the security interest described in this Agreement will represent a valid and perfected first priority lien on, and security interest in, the Pledged Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties. (h) Pledgor has not executed or authorized, and there does not currently exist, any effective financing statement or other instrument similar in effect that has been executed or authorized by Pledgor or, is on file in any recording office, covering all or any part of Pledgor's interest in the Pledged Collateral, except such as may arise have been filed pursuant to this Agreement or the other Financing Documents, and, so long as any of the Secured Obligations remain unpaid or any Commitments remain outstanding, Pledgor will not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under mandatory provisions the law of applicable statutory any jurisdiction) or statements relating to the Pledged Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by Pledgor. Upon the completion of all filings and recordings described in Exhibit B, no filings or recordings (including under the Uniform Commercial Code as adopted in the State of New York) will be necessary to be made in order to perfect, protect and preserve the lien on and first priority security interest in the Pledged Collateral created by this Agreement. (i) Pledgor will not hereafter sell, assign (by operation of law that may not be waived or otherwise) or otherwise agreed and not as a result dispose of any rights contained of the Pledged Collateral, or create or permit to exist any Lien, security interest or other charge, encumbrance or other security arrangement upon or with respect to, any of the Pledged Collateral (other than Liens created under this Agreement), until the Secured Obligations are indefeasibly paid or otherwise discharged in any organizational documents). full. (j) None of the Pledged Shares are or will be subject to any effective contractual restrictionconstitutes margin stock, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument as defined in Regulation U of the respective Issuer thereofBoard of Governors of the Federal Reserve System. (k) This Agreement creates a valid security interest in the Pledged Collateral purported to be pledged and assigned by Pledgor hereunder securing the payment of the Secured Obligations. (l) The security interest created by this Agreement in the Pledged Collateral described in Section 3 hereof has been, upon and will be, registered in the transfer name of the Collateral Agent in the register maintained for such purpose at the chief executive office and principal place of business of Holdco, as applicable, and, to the extent that such Pledged Shares. There are no outstanding warrants, options Collateral is not certified in accordance with Section 7.18(e) or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares except as may be permitted by the Transaction Documents otherwise constitutes "uncertificated securities" (as defined in the Credit Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC")), such security interest is perfected under the Delaware UCC and, as so perfected, is a first priority security interest. (m) No part of the Pledged Collateral is subject to the terms of any agreement restricting the sale or transfer of such Pledged Collateral, except for the Operating Agreement and the Indenture)Financing Documents.