Common use of Pledged Shares Clause in Contracts

Pledged Shares. (i) The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Grantor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) So long as no Default shall have occurred and be continuing, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Documents or any such other instrument or agreement; and the Secured Party shall execute and deliver to the Grantor or cause to be executed and delivered to the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii). (iii) Unless and until a Default shall have occurred and be continuing, the Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (iv) If a Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party shall so request in writing, the Grantor agrees to execute and deliver to the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantor.

Pledged Shares. (ia) The Grantor Except for releases of Acquired Shares from the Collateral in accordance with clause (x) of the proviso to Section 5.10(a) of the Credit Agreement and Dispositions of Shares included in the Collateral in accordance with the last sentence of Section 6.03 of the Credit Agreement, the Borrower will cause the Pledged Shares Collateral to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary Equity Interests then outstanding owned by the Grantor Borrower, except for the Seller Excluded Shares and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the GrantorSantander Excluded Shares. (iib) So long as no Event of Default shall have occurred and be continuing, the Grantor Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit other Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Documents or any such other instrument or agreement; and the Secured Party Collateral Agent shall execute and deliver to the Grantor Borrower or cause to be executed and delivered to the Grantor Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor Borrower may reasonably request for the purpose of enabling the Grantor Borrower to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii4.04(b). (iiic) Unless and until a Default shall have occurred and be continuingWithout limiting the Borrower’s obligations under Section 2.12(e) of the Credit Agreement, the Grantor shall Borrower agrees to cause to be entitled to receive deposited directly into the Collateral Agent’s Account (i) all dividends or distributions of and retain any all Proceeds on the Pledged Shares and (ii) all cash dividends or cash distributions on the Seller Excluded Shares (other than (x) distributions resulting from a capital reduction or from a stock split, reclassification or stock dividend and (y) in-kind dividends or distributions. For the avoidance of doubt, it is hereby agreed that no dividends, distributions or proceeds Proceeds on the Pledged Santander Excluded Shares paid in cash out of earned surplusare required to be deposited into the Collateral Agent’s Account. (iv) If a Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party shall so request in writing, the Grantor agrees to execute and deliver to the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantor.

Pledged Shares. (i) The Grantor Obligors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding and owned by the Grantor and (2) in Obligors, other than any Excluded Equity Interests. The Obligors shall at no time elect to treat any limited liability company or partnership interests pledged hereunder as a “security” within the case meaning of any Issuer that is a Foreign Subsidiary, 65% Article 8 of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the GrantorUCC. (ii) So long as no Event of Default shall have occurred and be continuing, the Grantor Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Agreement Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees Obligors jointly and severally agree that it they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Agreement Documents or any such other instrument or agreement; and , or in any manner adverse to the Secured Party shall execute and deliver to Parties’ rights, remedies or interest in any of the Grantor or cause to be executed and delivered to the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii)Agreement Documents. (iii) Unless and until a an Event of Default shall have occurred and be continuing, the Grantor Obligors shall be entitled to receive and retain any dividends, distributions or proceeds Proceeds on the Pledged Shares paid in cash out of earned surplussurplus to the extent such dividends, distributions or Proceeds are permitted to be made under Section 4.16 of the NIA. (iv) If a an Event of Default shall have occurred and be continuing, whether or not the Secured Party exercises Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Security Agreement, the Credit Agreement Documents or any other agreement relating to such Secured Obligation, (A) all dividends rights of each Obligor to exercise the voting and other distributions on consensual rights it would otherwise be entitled to exercise with respect to the Pledged Shares pursuant to Section 4.04(a)(ii) hereof shall be paid directly immediately cease, and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right (but not the obligation) to the Secured Party as part of the Collateral, subject to the terms of this Security Agreementexercise such voting and other consensual rights, and, if the Secured Party shall so request in writingconnection therewith, the Grantor agrees each Obligor shall, at its sole cost and expense, from time to time execute and deliver to the Secured Party Collateral Agent appropriate additional dividendinstruments, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantor.and

Pledged Shares. (i) The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Grantor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) So long as no Default shall have occurred and be continuing, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Transaction Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Transaction Documents or any such other instrument or agreement; and the Secured Party Collateral Agent shall execute and deliver to the Grantor or cause to be executed and delivered to the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii). (iii) Unless and until a Default shall have occurred and be continuing, the Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (iv) If a Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party shall so request in writing, the Grantor agrees to execute and deliver to the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantorintentionally omitted.

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

Pledged Shares. (i) The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the die total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Grantor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) So long as no Default shall have occurred and be continuing, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Transaction Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Transaction Documents or any such other instrument or agreement; and the Secured Party Collateral Agent shall execute and deliver to the Grantor or cause to be executed and delivered to the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii). (iii) Unless and until a Default shall have occurred and be continuing, the Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (iv) If a Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party shall so request in writing, the Grantor agrees to execute and deliver to the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantorintentionally omitted.

Pledged Shares. (i) The Grantor Each Obligor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then issued and outstanding beneficially owned by the Grantor such Obligor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock Shares of such Issuer and 100% of the total number of shares of all other classes of capital stock issued and outstanding Shares of such Issuer then issued and outstanding beneficially owned by the Grantorsuch Obligor. (ii) So long as no Event of Default shall have occurred and be continuing, the Grantor Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Grantor agrees Obligors jointly and severally agree that it they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Loan Documents or any such other instrument or agreement; and the Secured Party Administrative Agent shall execute and deliver to the Grantor Obligors or cause to be executed and delivered to the Grantor Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor Obligors may reasonably request for the purpose of enabling the Grantor Obligors to exercise the rights and powers that it is they are entitled to exercise pursuant to this Section 5.04(a)(ii). (iii) Unless and until a an Event of Default shall have occurred and be continuing, the Grantor Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplusShares. (iv) If a an Event of Default shall have occurred and be continuing, whether or not continuing and the Administrative Agent shall have given written notice to the relevant Obligor of the Secured Party exercises Creditors’ intent to exercise any available right to declare any Secured Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Security Agreement, the Credit Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party Administrative Agent and retained by it in the Collateral Account as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party Administrative Agent shall so request in writing, the Grantor agrees Obligors jointly and severally agree to execute and deliver to the Secured Party Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Secured Party Administrative Agent shall, upon request of the Grantor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party Administrative Agent to the GrantorObligors.

Pledged Shares. (i) The Grantor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Grantor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the total number of shares of voting stock of such Issuer and 100% of the total number of shares of all other classes of capital stock of such Issuer then issued and outstanding owned by the Grantor. (ii) So long as no Default shall have occurred and be continuing, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Security Agreement, the Credit Documents or any other instrument or agreement referred to herein or thereinShares, provided that the Grantor agrees that it will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Security Agreement, the Credit Documents or any such other instrument or agreement; and the Secured Party shall execute and deliver to the Grantor or cause to be executed and delivered to the Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.04(a)(ii4.04(a)(ii). (iiiii) Unless and until a Default shall have occurred and be continuing, the Grantor shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. (iviii) If a Default shall have occurred and be continuing, whether or not the Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Security Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Secured Party as part of the Collateral, subject to the terms of this Security Agreement, and, if the Secured Party shall so request in writing, the Grantor agrees to execute and deliver to the Secured Party appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Default is cured, any such dividend or distribution theretofore paid to the Secured Party shall, upon request of the Grantor (except to the extent theretofore applied to the Secured Obligations), be returned by the Secured Party to the Grantor.