Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to them in the Indenture. In the event that a term is defined both herein and in the Indenture, the definition set forth in this Agreement shall govern for purposes of this Agreement, except as otherwise expressly provided. The following terms shall have the meanings set forth below: "A

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) References to any "person" shall be construed to include any individual, firm, corporation, company, partnership, limited partnership, limited liability company, limited liability partnership, joint venture, association, organization, trust, state or agency of a state, government or governmental authority, or any other entity,

Section 1.3 — Indenture Incorporation The provisions of the Indenture relating to the Security Documents (including, without limitation, the provisions relating to the creation, perfection, maintenance, release, and enforcement of security interests, the duties and protections afforded to the Security Agent, and the rights and remedies of the Secured Parties) are hereby incorporated by reference into this Agreement a

ARTICLE 2 — PLEDGE AND GRANT OF SECURITY

Section 2.1 — Grant of Pledge As continuing security for the due and punctual payment and performance in full of all Secured Obligations, each Pledgor hereby unconditionally and irrevocably pledges, assigns by way of security, charges, and grants a first-priority security interest in and to all of such Pledgor's right, title, and interest in and to the following property (collectively, the "Collateral") to the Securi

Section 2.2 — After-Acquired Shares If any Pledgor shall at any time after the date hereof acquire, subscribe for, receive, or otherwise obtain any additional shares, equity interests, or ownership units of any Pledged Entity (whether by subscription, bonus issue, rights issue, stock dividend, stock split, conversion, exchange, reclassification, recapitalization, contribution, or otherwise), such additional shares, e

Section 2.3 — Continuing Security The pledge and security interest created by this Agreement shall be a continuing security for all of the Secured Obligations and shall not be satisfied, discharged, or otherwise affected by any intermediate payment or satisfaction of the whole or any part of the Secured Obligations. The pledge and security interest created by this Agreement shall remain in full force and effect until

Section 2.4 — No Assumption of Obligations Neither the Security Agent nor any Secured Party shall, by virtue of holding the Collateral or exercising any rights hereunder, assume or be deemed to have assumed, or be liable for, any obligations or liabilities of any Pledgor as a shareholder, member, partner, or equity holder of any Pledged Entity, including, without limitation, any obligation to make capital contributio

ARTICLE 3 — PERFECTION AND DELIVERY

Section 3.1 — Delivery of Share Certificates (a) Certificated Shares. To the extent that any of the Pledged Shares are evidenced by certificates, each Pledgor shall, on or prior to the date of this Agreement (or, in the case of After-Acquired Shares, within [●] business days of acquisition), deliver or cause to be delivered to the Security Agent (or to such custodian as the Security Agent may designate in writing) th

Section 3.2 — Filings and Registrations Each Pledgor shall, at its own cost and expense, promptly take all steps necessary or advisable to create, perfect, and maintain the perfection and first-priority status of the pledge and security interest granted hereunder under the laws of the jurisdiction of incorporation or organization of each Pledged Entity and under any other applicable law, including, without limitation

Section 3.3 — Further Assurance Each Pledgor hereby covenants and agrees that it shall, upon the reasonable request of the Security Agent and at the Pledgor's own cost and expense, promptly execute and deliver to the Security Agent any and all further instruments, documents, agreements, financing statements, continuation statements, certificates, notices, and other writings, and take any and all further actions, as t

Section 3.4 — Power of Attorney Each Pledgor hereby irrevocably appoints the Security Agent (and any officer or agent of the Security Agent) as such Pledgor's true and lawful attorney-in-fact, with full power of substitution and delegation, to execute, deliver, file, and record, in the name of and on behalf of such Pledgor, any and all documents, instruments, financing statements, certificates, notices, and other wri

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Pledgor Representations Each Pledgor represents and warrants to the Security Agent (for and on behalf of the Secured Parties) that, as of the date of this Agreement (and, unless otherwise stated, as of each date on which this Agreement is deemed to be repeated in accordance with the Indenture): (a) Due Organization and Good Standing. The Pledgor is a [Insert entity type] duly organized, validly existing

Section 5.1 — Positive Covenants of the Pledgor(s) Each Pledgor covenants and agrees with the Security Agent (for and on behalf of the Secured Parties) that, from the date hereof until the date on which all Secured Obligations have been irrevocably and unconditionally paid and performed in full and all commitments of the Secured Parties under the Transaction Documents have been terminated, the Pledgor shall: (a) Main

Section 5.2 — Negative Covenants of the Pledgor(s) Each Pledgor covenants and agrees with the Security Agent (for and on behalf of the Secured Parties) that, from the date hereof until the date on which all Secured Obligations have been irrevocably and unconditionally paid and performed in full and all commitments of the Secured Parties under the Transaction Documents have been terminated, the Pledgor shall not, with

Section 5.3 — Voting Rights and Distributions Prior to Enforcement Prior to the occurrence of an Enforcement Event: (a) Voting Rights. Each Pledgor shall be entitled to exercise all voting rights, consent rights, and other governance rights with respect to the Pledged Shares in any manner not inconsistent with the terms of this Agreement, the Indenture, or the other Transaction Documents; provided, however, that no v

Section 5.4 — Voting Rights and Distributions After Enforcement Event Upon the occurrence and during the continuance of an Enforcement Event: (a) Cessation of Pledgor's Voting Rights. All rights of each Pledgor to exercise voting rights, consent rights, and other governance rights in respect of the Pledged Shares pursuant to Section 5.3(a) hereof shall immediately cease and terminate, and the Security Agent shall the

ARTICLE 6 — EVENTS OF DEFAULT AND ENFORCEMENT

Section 6.1 — Events of Default An "Event of Default" under this Agreement shall mean an Event of Default as defined in, and determined in accordance with, the Indenture. In addition to the Events of Default set forth in the Indenture, each of the following shall constitute an Event of Default under this Agreement: (a) any representation or warranty made by any Pledgor in Article 4 of this Agreement (or in any certif

Section 6.2 — Enforcement Rights Upon the occurrence and during the continuance of an Enforcement Event, the Security Agent (acting on the instructions of the Trustee or the Required Holders, as provided in the Indenture, and subject to the provisions of the Intercreditor Agreement) shall be entitled to exercise any or all of the following rights, remedies, and powers, without any further notice to or consent from an

Section 6.3 — Private Sale Acknowledgment Each Pledgor acknowledges and agrees that: (a) the Pledged Shares may not be registered under the Securities Act of 1933 of the United States of America (as amended), or under any other applicable securities laws, and that the Security Agent may, in its sole discretion, elect to sell all or any part of the Pledged Shares in a private sale or sales, in such manner and under su

Section 6.4 — No Duty to Exercise The Security Agent shall have no obligation to exercise any right, remedy, or power conferred upon it by this Agreement, the Indenture, or applicable law, and shall not be liable to the Pledgor(s), the Co-Issuers, or any other person for any failure or delay in exercising any such right, remedy, or power. No failure or delay on the part of the Security Agent in exercising any right,

ARTICLE 7 — SECURITY AGENT PROVISIONS

Section 7.1 — Appointment and Authority The Secured Parties have appointed the Security Agent pursuant to the Indenture to act as their agent for the purposes of holding, administering, and, where applicable, enforcing the security interests created by this Agreement and the other Security Documents, in each case for the ratable benefit of the Secured Parties. The Security Agent's rights, powers, duties, discretions,

Section 7.2 — Protections and Immunities The Security Agent shall be entitled to the benefit of all protections, immunities, exculpations, and indemnities set forth in the Indenture and the Intercreditor Agreement, all of which are incorporated herein by reference and shall apply to the Security Agent's actions (and omissions) under this Agreement as though set forth herein in full. Without limiting the generality of

Section 7.3 — Resignation and Replacement The provisions of the Indenture relating to the resignation and replacement of the Security Agent are hereby incorporated by reference into this Agreement and shall apply as if set forth herein in full. Any successor Security Agent appointed in accordance with the Indenture shall, upon its acceptance of such appointment, be automatically and without further action vested with

Section 7.4 — Indemnification of Security Agent Each Pledgor jointly and severally (or, failing the Pledgors, the Co-Issuers jointly and severally) shall indemnify and hold harmless the Security Agent and each of its officers, directors, employees, agents, sub-agents, and affiliates (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, damages, penalties, judgments, costs, and expen