1044-00004 · Client 1044 · Security Documents

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FORM OF SHARE PLEDGE AGREEMENT

Fleet-Owning Guarantor Subsidiaries

Dated as of [●], 20[●]

among

[Insert full legal name of Pledgor(s)], as Pledgor(s),

and

[Insert full legal name of Security Agent], as Security Agent, for and on behalf of the Secured Parties

Made in connection with the Indenture dated as of [●], 20[●] (the "Indenture") governing the [Insert description of Notes]

Governing Law: [Insert governing law]

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SHARE PLEDGE AGREEMENT

THIS SHARE PLEDGE AGREEMENT (this "Agreement") is made and entered into as of [●], 20[●],

AMONG:

(A) [Insert full legal name of each Pledgor entity], a [Insert entity type] duly organized and validly existing under the laws of [Insert jurisdiction], having its registered office at [Insert address] (the "Pledgor" or, together with any other Pledgor identified herein, the "Pledgors");

Note to Draft: Where the pledge is made by more than one entity (e.g., both the parent issuer and an intermediate special-purpose vehicle co-issuer), each Pledgor should be separately identified with its own sub-paragraph and full identifying details. Replicate the foregoing paragraph as many times as necessary and adjust defined terms accordingly.

AND

(B) [Insert full legal name of Security Agent], a [Insert entity type] duly organized and validly existing under the laws of [Insert jurisdiction], having its registered office at [Insert address], UEN [Insert UEN] (the "Security Agent"), acting for and on behalf of the Secured Parties (as defined in the Indenture referred to below).

Each of the parties identified above is individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

(C) Pursuant to the Indenture dated as of [●], 20[●] (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Indenture"), among [Insert full legal names of Co-Issuers], as Co-Issuers, the Guarantor Subsidiaries from time to time party thereto, [Insert full legal name of Trustee], as Trustee (the "Trustee"), and the Security Agent, the Co-Issuers have issued or propose to issue [Insert aggregate principal amount] in aggregate principal amount of [Insert description of Notes, including interest rate, maturity date, and any other material identifying characteristics] (the "Notes").

(D) In connection with the issuance of the Notes, the Parties have entered into or will enter into an Intercreditor Agreement dated as of [●], 20[●] (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement") among the Co-Issuers, the Guarantor Subsidiaries from time to time party thereto, the Security Agent, the Trustee, and such other parties as may be party thereto from time to time, which Intercreditor Agreement sets forth, among other things, the relative rights and priorities of the Secured Parties with respect to the Collateral and the application of proceeds derived therefrom.

(E) It is a condition precedent to the issuance of the Notes under the Indenture that the Pledgor(s) grant a first-priority pledge over one hundred percent (100%) of the issued and outstanding equity interests in each of the Guarantor Subsidiaries listed in Schedule 1 hereto (each, a "Pledged Entity" and collectively, the "Pledged Entities") to the Security Agent for the ratable benefit of the Secured Parties, as security for the due and punctual payment and performance of all Secured Obligations (as defined below).

(F) The board of directors (or equivalent governing body) of each Pledgor has duly authorized the execution and delivery of this Agreement and the grant of the security interest contemplated hereby, and all necessary corporate and other entity-level approvals have been obtained in connection therewith.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

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:

"Agreement" means this Share Pledge Agreement, including all schedules, annexes, and exhibits hereto, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Charged Shares" or "Pledged Shares" means one hundred percent (100%) of the issued and outstanding shares, membership interests, equity interests, partnership interests, limited liability company interests, or other ownership units (howsoever described under the applicable law of the jurisdiction of organization of each Pledged Entity) of each Pledged Entity, as listed and more particularly described in Schedule 1 hereto, together with any and all additional shares, equity interests, or ownership units of any Pledged Entity acquired by the Pledgor(s) after the date hereof, whether by subscription, bonus issue, rights issue, stock dividend, stock split, conversion, exchange, reclassification, recapitalization, or otherwise.

"Co-Issuers" means [Insert full legal name of the primary issuer] and [Insert full legal name of the co-issuer SPV], in each case in their respective capacities as co-issuers of the Notes under the Indenture, and their respective successors and assigns.

"Collateral" means the Pledged Shares and all Related Rights, collectively, as more particularly described in Section 2.1 of this Agreement.

"Distributions" means all dividends (whether in cash, securities, or other property), distributions, returns of capital, redemption proceeds, liquidation proceeds, and all other payments, distributions, or allocations of any nature whatsoever, whether ordinary or extraordinary, regular or irregular, made or to be made, declared or undeclared, with respect to or on account of the Pledged Shares, including any payment or distribution resulting from a reduction of share capital, dissolution, liquidation, winding-up, merger, consolidation, or other reorganization of a Pledged Entity.

"Enforcement Event" means an Event of Default under the Indenture that has occurred and is continuing and in respect of which the Security Agent has been directed to enforce the Collateral in accordance with the applicable provisions of the Indenture and the Intercreditor Agreement by the Trustee or the Required Holders (as defined in the Indenture), as applicable.

"Guarantor Subsidiary" or "Pledged Entity" means each entity listed in Schedule 1 hereto, as the same may be supplemented from time to time in accordance with Section 2.2 and Schedule 2 of this Agreement.

"Indenture" has the meaning assigned to such term in Recital (C) above.

"Intercreditor Agreement" has the meaning assigned to such term in Recital (D) above.

"Notes" has the meaning assigned to such term in Recital (C) above.

"Permitted Liens" has the meaning assigned to such term in the Indenture.

"Pledgor" has the meaning assigned to such term in the preamble to this Agreement and includes any successors and permitted assigns of such entity. "Pledgors" means all entities identified as a Pledgor herein, collectively.

"Related Rights" means all rights, interests, privileges, and benefits attaching to, arising from, or in any way connected with the Pledged Shares, whether now existing or hereafter arising, including, without limitation: (a) all voting rights and rights to participate in meetings of shareholders, members, or other equity holders; (b) all pre-emptive rights, subscription rights, tag-along rights, drag-along rights, and similar rights; (c) all rights to receive Distributions; (d) all rights to receive liquidation proceeds, dissolution proceeds, or other amounts payable upon the winding-up, dissolution, or termination of any Pledged Entity; (e) all rights to receive any proceeds from any sale, transfer, exchange, or other disposition of the Pledged Shares; (f) any certificates, instruments, or documents evidencing or representing the Pledged Shares; and (g) all claims, rights of action, and remedies of the Pledgor(s) in respect of the Pledged Shares, whether arising in contract, tort, or otherwise.

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly or severally, whether as principal or surety, and whether owed individually or with others) of the Co-Issuers and the Guarantors (including each Pledgor in its capacity as a Guarantor, if applicable) to the Secured Parties under or in connection with the Notes, the Indenture, the Guarantees, and the other Transaction Documents, in each case including, without limitation: (a) all principal, interest (including, without limitation, any interest that would accrue but for the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), premium (if any), and all fees, costs, expenses, indemnification obligations, and other amounts payable under or in respect of the Notes, the Indenture, and the other Transaction Documents; and (b) all obligations and liabilities arising under or in connection with any refinancing, restructuring, or replacement of any of the foregoing, to the extent permitted by and in accordance with the Indenture.

"Secured Parties" means the Trustee, the Security Agent, and the holders of the Notes from time to time, together with their respective successors, assigns, and transferees.

"Security Agent" has the meaning assigned to such term in the preamble to this Agreement and includes any successor security agent appointed in accordance with the Indenture.

"Transaction Documents" means the Indenture, the Notes, the Purchase Agreement (if any), the Registration Rights Agreement (if any), the Intercreditor Agreement, the Security Documents (including this Agreement), and any other documents or instruments designated as "Transaction Documents" under the Indenture.

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, whether or not having separate legal personality.

(b) References to any statute, law, regulation, rule, or ordinance shall be construed as a reference to such statute, law, regulation, rule, or ordinance as amended, re-enacted, consolidated, or replaced from time to time, and shall include any subordinate legislation, regulations, orders, or instruments made thereunder.

(c) The headings and sub-headings contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(d) Words importing the singular shall include the plural and vice versa, and words importing one gender shall include all genders.

(e) References to "including," "include," or "includes" shall be deemed to be followed by the words "without limitation" (whether or not so followed), and shall not be construed to limit any general statement that precedes them to the specific or similar items or matters that follow them.

(f) References to "$," "dollars," or "USD" mean [Insert currency — e.g., "United States Dollars"], the lawful currency of the [Insert relevant country].

(g) References to any agreement or instrument shall be construed as a reference to such agreement or instrument as amended, restated, amended and restated, supplemented, renewed, novated, or otherwise modified from time to time in accordance with its terms (and, where applicable, subject to any restrictions on such amendments, restatements, supplements, renewals, novations, or modifications set forth in the Indenture).

(h) References to any Article, Section, Schedule, Annex, or Exhibit are references to Articles, Sections, Schedules, Annexes, or Exhibits of or to this Agreement, unless otherwise specified.

(i) The terms "hereof," "herein," "hereunder," "hereby," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.

(j) In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Indenture, the provisions of the Indenture shall prevail and govern, except with respect to the specific mechanics of creating, perfecting, and enforcing the pledge and security interest set forth herein, as to which the provisions of this Agreement shall govern.

(k) Any reference to a "business day" means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general business in [Insert relevant business day jurisdictions — e.g., New York, London, Singapore, and the jurisdiction of organization of each Pledged 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 and shall apply mutatis mutandis as if set forth herein in full. In the event that any provision of the Indenture so incorporated is inconsistent with any express provision of this Agreement, the provisions of the Indenture shall prevail, except with respect to the specific mechanics of creating, perfecting, and enforcing the pledge and security interest set forth herein.

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 Security Agent, for and on behalf of the Secured Parties:

(a) Pledged Shares — one hundred percent (100%) of the issued and outstanding shares, membership interests, equity interests, or other ownership units (howsoever described) of each Pledged Entity listed opposite such Pledgor's name in Schedule 1 hereto, including all rights and interests appurtenant thereto;

(b) Related Rights — all Related Rights, as defined in Section 1.1 hereof, whether now existing or hereafter arising, in each case to the full extent of the Pledgor's interest therein;

(c) Distributions — all Distributions, whether in cash, securities, or other property, whether ordinary or extraordinary, paid or payable, declared or undeclared, with respect to or on account of the Pledged Shares;

(d) Certificates and Instruments — all certificates, instruments, and documents evidencing or representing the Pledged Shares, or any interest therein, in whatever form, whether now held or hereafter received by the Pledgor;

(e) Proceeds — all proceeds (as such term is defined under applicable law, including any Uniform Commercial Code or equivalent statutory framework) of any and all of the foregoing, whether in cash, securities, or other property, and however arising, including, without limitation, insurance proceeds and condemnation awards.

The pledge and security interest granted pursuant to this Section 2.1 is intended to be, and shall be construed as, a first-priority pledge and security interest in the Collateral, subject only to Permitted Liens (if any) to the extent expressly permitted by the Indenture.

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, equity interests, or ownership units shall automatically and without further action be subject to the pledge and security interest created by this Agreement, and shall constitute part of the Collateral for all purposes hereunder.

Each Pledgor undertakes to promptly, and in any event within [●] business days of any such acquisition:

(a) notify the Security Agent in writing of the acquisition of such additional shares, equity interests, or ownership units, specifying the number, class, and other relevant details thereof;

(b) deliver to the Security Agent (or its designated custodian) all original certificates (if any) representing such additional shares, equity interests, or ownership units, together with duly executed but undated stock transfer forms or instruments of transfer endorsed in blank in the form set forth in Schedule 3 hereto (or such other form as may be required under the applicable law of the jurisdiction of organization of the relevant Pledged Entity);

(c) execute and deliver to the Security Agent a supplement to this Agreement or an accession deed substantially in the form set forth in Schedule 2 hereto (or such other form as the Security Agent may reasonably require), confirming that such additional shares, equity interests, or ownership units are subject to the pledge created hereby;

(d) take all actions necessary to update Schedule 1 hereto to reflect the acquisition of such additional shares, equity interests, or ownership units; and

(e) take all steps necessary or advisable to perfect the Security Agent's security interest in such additional shares, equity interests, or ownership units under the applicable law of the jurisdiction of organization of the relevant Pledged Entity.

If any Pledgor acquires or establishes a new subsidiary that is required to be pledged under the terms of the Indenture (whether as a result of the acquisition of a new vessel-owning entity, the establishment of a new fleet-owning subsidiary, or otherwise), such Pledgor shall cause such new subsidiary to become a Pledged Entity hereunder by executing and delivering an Accession Deed substantially in the form set forth in Schedule 2 hereto, and shall take all steps necessary to perfect the pledge in respect of the equity interests of such new subsidiary, in each case within the time period specified in the Indenture.

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 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 pledge and security interest created hereby is in addition to, and shall not be prejudiced by, and is without prejudice to, any other guarantee, security, right, or remedy that the Security Agent or any Secured Party may now or hereafter hold or be entitled to in respect of the Secured Obligations, whether from the Pledgor(s), the Co-Issuers, or any other person.

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 contributions, fund operating expenses, or pay assessments or calls on shares. The Pledgor(s) shall remain solely responsible for all such obligations and liabilities.

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) the following:

(i) all original share certificates representing the Pledged Shares held by such Pledgor;

(ii) duly executed but undated stock transfer forms or instruments of transfer in blank, in the form set forth in Schedule 3 hereto (or such other form as may be required under the applicable law of the jurisdiction of organization of the relevant Pledged Entity and the constitutional documents thereof), sufficient in number and form to enable the Security Agent to transfer the Pledged Shares to itself or its nominee, or to any purchaser, upon enforcement; and

(iii) such other documents as the Security Agent may reasonably require in connection with the perfection of its security interest in the Pledged Shares, including, without limitation, irrevocable proxies, powers of attorney, and board or shareholder resolutions of the relevant Pledged Entity acknowledging and consenting to the pledge.

(b) Uncertificated Shares. To the extent that any of the Pledged Shares are uncertificated or are not evidenced by physical 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):

(i) cause appropriate entries to be made in the register of members, shareholders, or equity holders of each relevant Pledged Entity reflecting the pledge and the Security Agent's security interest in the Pledged Shares, including, where applicable, a notation that the Pledged Shares are subject to the pledge created by this Agreement and that no transfer or dealing with such shares shall be registered without the prior written consent of the Security Agent;

(ii) deliver to the Security Agent a certified true copy of the register of members, shareholders, or equity holders of each relevant Pledged Entity reflecting such entries; and

(iii) take such other steps as may be necessary or advisable under the applicable law of the jurisdiction of organization of the relevant Pledged Entity to perfect the Security Agent's security interest in the uncertificated Pledged Shares.

Note to Draft: Adapt the foregoing provisions for each jurisdiction in which a Pledged Entity is organized. For example, for Malta companies, perfection may require endorsement of the pledge on the share certificates and notation in the register of members maintained by the company, together with filing of a charge with the Malta Business Registry. For marshall Islands entities, perfection requirements under the marshall Islands Business Corporations Act or the marshall Islands Limited Liability Company Act, as applicable, should be confirmed with marshall Islands counsel. For Dubai / JAFZA entities, JAFZA Free Zone authority notification or approval may be required. For Singapore private companies, registration of the charge with ACRA within the prescribed statutory time period (currently thirty (30) days from the date of creation of the charge) is mandatory under the Companies Act 1967 of Singapore. Refer to Schedule 4 for jurisdiction-specific annexes addressing these requirements in detail.

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:

(a) registration of the pledge with the relevant company registry, companies authority, corporate registry, or maritime authority in the jurisdiction of organization of each Pledged Entity, to the extent required by applicable law;

(b) notation of the pledge on the register of members, shareholders, or equity holders of each Pledged Entity, and delivery to the Security Agent of certified true copies of such register reflecting such notation;

(c) filing of any financing statements, charge registration forms, or equivalent documents with the applicable governmental or regulatory authorities;

(d) compliance with any applicable foreign investment, exchange control, central bank, or other governmental notification, reporting, or approval requirements in connection with the grant and perfection of the pledge; and

(e) any other steps that the Security Agent may reasonably request to perfect, protect, or maintain the security interest granted hereunder.

Note to Draft: Insert jurisdiction-specific perfection requirements for each Pledged Entity's jurisdiction. Examples include: (i) Malta — filing of prescribed particulars of the charge with the Malta Business Registry within the time period prescribed under the Companies Act (Cap. 386) of Malta; (ii) marshall Islands — completion of applicable filings with the marshall Islands Maritime Administrator or Trust Company, as applicable; (iii) Dubai / JAFZA — notification to and, if required, approval from the Jebel Ali Free Zone Authority; and (iv) Singapore — registration of the charge with ACRA by filing a prescribed form within thirty (30) days of the creation of the charge, pursuant to Part VIII of the Companies Act 1967 of Singapore. Coordinate with local counsel in each jurisdiction to confirm all applicable perfection steps and deadlines. Insert completed jurisdiction-specific details in Schedule 4 prior to execution.

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 the Security Agent may from time to time reasonably request to:

(a) create, perfect, preserve, protect, or maintain the validity, perfection, and first-priority status of the pledge and security interest granted hereunder;

(b) enable the Security Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral; and

Without limiting the generality of the foregoing, each Pledgor agrees to execute and deliver such supplemental pledge agreements, accession deeds, stock transfer forms, irrevocable proxies, powers of attorney, board and shareholder resolutions, and other documents as the Security Agent may reasonably require.

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 writings, and to take any and all actions, as may be necessary or advisable to:

(a) perfect, protect, preserve, or maintain the validity, perfection, and priority of the pledge and security interest granted hereunder (which power may be exercised by the Security Agent at any time, whether or not an Enforcement Event has occurred);

(b) upon the occurrence and during the continuance of an Enforcement Event, exercise any and all rights and remedies of the Security Agent under this Agreement, the Indenture, and applicable law, including, without limitation, the right to transfer, sell, or otherwise dispose of all or any part of the Collateral, to execute stock transfer forms or instruments of transfer, to complete the transferee name and date on any stock transfer form or instrument of transfer held by the Security Agent, to exercise voting rights, and to receive and apply Distributions; and

(c) take any other action that the Security Agent may reasonably determine to be necessary or advisable in connection with the enforcement of the security interest granted hereunder.

This power of attorney is coupled with an interest and is irrevocable. Each Pledgor hereby ratifies and confirms, and agrees to ratify and confirm, all actions taken by the Security Agent (or any substitute or delegate) in the lawful exercise of the powers conferred by this Section 3.4. The powers conferred by this Section 3.4 shall not be affected by the subsequent disability, incapacity, dissolution, winding-up, or insolvency of any Pledgor.

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, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization, and has all requisite corporate or other entity power and authority to own its properties and assets and to carry on its business as currently conducted.

(b) Power and Authority. The Pledgor has full corporate or other entity power and authority to execute, deliver, and perform its obligations under this Agreement and to grant the pledge and security interest contemplated hereby. The execution, delivery, and performance of this Agreement by the Pledgor are within the corporate or entity powers of the Pledgor and do not exceed any limitation on the Pledgor's powers set forth in its constitutional documents.

(c) Due Authorization. The execution, delivery, and performance of this Agreement, and the grant of the pledge and security interest contemplated hereby, have been duly authorized by all necessary corporate or other entity action on the part of the Pledgor, including, without limitation, all necessary resolutions of the board of directors (or equivalent governing body) and, to the extent required, the shareholders or equity holders of the Pledgor, and no further corporate or entity action is required in connection therewith.

(d) No Conflicts. The execution and delivery of this Agreement by the Pledgor and the grant of the pledge and security interest contemplated hereby do not and will not: (i) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, by-laws, articles of association, memorandum of association, operating agreement, partnership agreement, or other constitutional documents of the Pledgor or any Pledged Entity; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority to which the Pledgor or any Pledged Entity is subject; or (iii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien (other than the pledge created hereby and Permitted Liens) upon any of the Collateral under, any material agreement, contract, indenture, instrument, or other obligation to which the Pledgor or any Pledged Entity is a party or by which any of them or any of their respective properties or assets may be bound.

(e) Valid and Enforceable Obligations. This Agreement constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f) Title to Pledged Shares. The Pledgor is the sole legal and beneficial owner of the Pledged Shares listed opposite its name in Schedule 1 hereto, free and clear of all liens, pledges, charges, mortgages, encumbrances, security interests, options, warrants, rights of first refusal, claims, and other restrictions or limitations of any kind whatsoever, other than (i) the pledge and security interest created by this Agreement, and (ii) Permitted Liens (as defined in the Indenture) to the extent expressly applicable to the Pledged Shares.

(g) Pledged Shares Fully Paid. The Pledged Shares are fully paid and non-assessable (or the equivalent thereof under the laws of the relevant jurisdiction of organization of the applicable Pledged Entity) and have been validly issued in compliance with all applicable laws, regulations, and the constitutional documents of the relevant Pledged Entity. No further capital contribution, payment, or other consideration is required to be made in respect of the Pledged Shares.

(h) No Prior Pledge. None of the Pledged Shares has been previously pledged, charged, hypothecated, assigned, or otherwise encumbered in favor of any person, other than pursuant to the existing credit facilities being refinanced with the proceeds of the Notes, which pledges and encumbrances shall be released and terminated at or prior to the closing date of the issuance of the Notes on terms satisfactory to the Security Agent.

(i) No Restrictions on Transfer. There are no restrictions on the pledge, transfer, assignment, or disposal of the Pledged Shares that have not been duly waived or complied with in connection with the grant of the pledge hereunder, other than restrictions arising under: (i) applicable securities laws; (ii) the constitutional documents of the relevant Pledged Entity (to the extent that any such restrictions have been waived by the appropriate corporate body of such Pledged Entity or are otherwise inapplicable to the pledge contemplated hereby); and (iii) applicable free zone regulations or governmental approvals (to the extent that all required approvals and consents have been obtained or will be obtained on or prior to the closing date).

(j) Consents and Approvals. All consents, approvals, authorizations, licenses, permits, orders, designations, declarations, filings, registrations, and notifications required in connection with the execution, delivery, and performance of this Agreement by the Pledgor and the perfection of the pledge and security interest contemplated hereby have been obtained from, or made with, the appropriate governmental or regulatory authorities, corporate bodies, and other persons, and are in full force and effect (or will be obtained or made on or prior to the closing date, as applicable).

(k) No Litigation. There is no action, suit, proceeding, investigation, arbitration, or claim pending or, to the best of the Pledgor's knowledge after due and reasonable inquiry, threatened against the Pledgor or any Pledged Entity before any court, tribunal, governmental authority, or arbitral body that: (i) would reasonably be expected to adversely affect the Pledgor's ability to perform its obligations under this Agreement; (ii) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement; or (iii) would reasonably be expected to adversely affect the validity, enforceability, perfection, or priority of the pledge and security interest created hereby.

(l) Capitalization. Schedule 1 hereto sets forth a true, complete, and correct description of the authorized, issued, and outstanding shares, equity interests, or ownership units of each Pledged Entity as of the date hereof. Except as set forth in Schedule 1, there are no outstanding options, warrants, convertible securities, subscription rights, pre-emptive rights, rights of first refusal, puts, calls, or other rights (contingent or otherwise) to purchase, subscribe for, acquire, or receive any shares, equity interests, or ownership units of any Pledged Entity, or any securities convertible into or exchangeable for any such shares, equity interests, or ownership units, nor are there any agreements, arrangements, or understandings with respect to the issuance or sale of any of the foregoing.

ARTICLE 5 — COVENANTS

Section 5.1 — Positive Covenants of the Pledgor(s)

(a) Maintain Free and Clear Title. Maintain the Pledged Shares free and clear of all liens, pledges, charges, mortgages, encumbrances, security interests, and other restrictions or limitations of any kind whatsoever, other than the pledge and security interest created by this Agreement and Permitted Liens.

(b) Defend Security Interest. Defend the title of the Security Agent in and to the Collateral and the first-priority security interest of the Security Agent therein against all claims, liens, and demands of all persons whomsoever, at the Pledgor's own cost and expense.

(c) Notification of Adverse Events. Promptly notify the Security Agent in writing of any event, circumstance, development, or condition that has occurred or is reasonably likely to occur that could reasonably be expected to: (i) materially and adversely affect the value of the Pledged Shares or any material portion of the Collateral; (ii) adversely affect the validity, perfection, or first-priority status of the pledge and security interest created hereby; or (iii) give rise to a breach of any representation, warranty, or covenant of the Pledgor contained in this Agreement.

(d) Maintain Corporate Existence. Cause each Pledged Entity to maintain its corporate or other entity existence and good standing (to the extent such concept is recognized) in its jurisdiction of organization, and to maintain all authorizations, licenses, permits, and approvals necessary for the conduct of its business as currently conducted, in each case except as otherwise permitted by the Indenture.

(e) Constitutional Document Amendments. Deliver to the Security Agent certified true copies of any amendments, restatements, or modifications to the constitutional documents (including the certificate of incorporation, articles of association, memorandum of association, by-laws, operating agreement, or equivalent) of any Pledged Entity within [●] business days of the adoption or effectiveness of any such amendment, restatement, or modification.

(f) Delivery of Additional Certificates and Documents. Promptly deliver to the Security Agent (or its designated custodian) any and all additional certificates, instruments, stock transfer forms, or other documents received by the Pledgor in respect of the Pledged Shares, including, without limitation, certificates representing any shares issued by way of bonus issue, stock dividend, stock split, rights issue, or reclassification.

(g) Collateral Coverage Maintenance. Comply with the collateral coverage maintenance covenant set forth in the Indenture, to the extent applicable to the Pledged Shares and the fleet assets owned by the Pledged Entities, and take all actions required by the Indenture in connection therewith.

(h) Information. Provide such information regarding the Pledged Entities, the Pledged Shares, and the Collateral as the Security Agent may from time to time reasonably request, including, without limitation, copies of financial statements of the Pledged Entities, details of any changes in the capitalization or equity structure of the Pledged Entities, and confirmation of the continued existence and good standing of the Pledged Entities.

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, without the prior written consent of the Security Agent (acting on the instructions of the Trustee or the Required Holders, as specified in the Indenture):

(a) No Disposition. Sell, transfer, assign, convey, exchange, lease, license, dispose of, or otherwise deal with any of the Pledged Shares or Related Rights, or agree to do any of the foregoing, except as expressly permitted by the Indenture (including, without limitation, under the Asset Sales covenant and the Merger, Consolidation, or Sale of All or Substantially All Assets covenant contained in the Indenture).

(b) No Additional Liens. Create, incur, assume, suffer, or permit to exist any lien, pledge, charge, mortgage, hypothecation, encumbrance, security interest, assignment, or other restriction or limitation of any kind whatsoever on or with respect to any of the Collateral, other than (i) the pledge and security interest created by this Agreement, and (ii) Permitted Liens.

(c) No Adverse Amendments to Constitutional Documents. Agree to, consent to, or permit the adoption of any amendment, restatement, or modification to the constitutional documents (including the certificate of incorporation, articles of association, memorandum of association, by-laws, operating agreement, or equivalent) of any Pledged Entity that would materially and adversely affect the rights of the Security Agent or the Secured Parties under this Agreement, the Indenture, or the other Transaction Documents, or the value, validity, perfection, or enforceability of the pledge and security interest created hereby.

(d) No Dilutive Issuances. Consent to or permit the issuance, allotment, or creation of any additional shares, equity interests, ownership units, options, warrants, convertible securities, or other rights to acquire equity interests in any Pledged Entity, unless (i) such issuance is expressly permitted by the Indenture and (ii) all such additional shares or equity interests are pledged to the Security Agent hereunder within [●] business days of issuance, together with the delivery of certificates and transfer instruments in accordance with Section 3.1 hereof.

(e) No Inconsistent Voting. Exercise, or permit the exercise of, any voting rights, consent rights, or other governance rights in respect of the Pledged Shares in a manner that is inconsistent with the Pledgor's obligations under this Agreement, the Indenture, or the other Transaction Documents, or that would materially and adversely affect the rights of the Security Agent or the Secured Parties hereunder.

(f) No Dissolution or Reorganization. Cause, permit, or consent to the dissolution, winding-up, liquidation, termination, merger, consolidation, amalgamation, division, conversion, or reorganization of any Pledged Entity, or the transfer of all or substantially all of the assets of any Pledged Entity, except as expressly permitted by the Indenture.

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 vote shall be cast, consent given, or other action taken by any Pledgor in its capacity as a shareholder, member, or equity holder of a Pledged Entity that would: (i) impair the Collateral or the pledge and security interest created hereby; (ii) be inconsistent with or in violation of any provision of this Agreement, the Indenture, or the other Transaction Documents; or (iii) have the effect, directly or indirectly, of authorizing, approving, or consenting to any action that would constitute a breach by the Pledgor of any of its obligations hereunder.

(b) Distributions. Each Pledgor shall be entitled to receive and retain for its own account all Distributions paid or payable on or with respect to the Pledged Shares; provided, however, that such right to receive and retain Distributions shall be subject to, and conditioned upon compliance with, the restricted payments covenant and other applicable covenants and restrictions set forth in the Indenture. In the event that any Distribution is received by a Pledgor that such Pledgor was not entitled to receive under the Indenture, such Pledgor shall promptly pay over or deliver such Distribution to the Security Agent for application in accordance with Section 8.1 of this Agreement.

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 thereupon become entitled to exercise all voting rights, consent rights, and other governance rights in respect of the Pledged Shares, including, without limitation, the right to vote the Pledged Shares at any meeting of shareholders, members, or equity holders of any Pledged Entity, to execute written consents or resolutions in lieu of meetings, and to take any other action available to the holder of the Pledged Shares.

(b) Distributions to be Paid to Security Agent. All Distributions paid or payable on or with respect to the Pledged Shares shall be paid directly to the Security Agent (or as the Security Agent may direct in writing) and shall be applied by the Security Agent in accordance with Section 8.1 of this Agreement (Application of Proceeds). If any Distribution is received by a Pledgor after the occurrence of an Enforcement Event, such Pledgor shall hold such Distribution in trust for the benefit of the Security Agent and the Secured Parties and shall promptly pay over or deliver the same to the Security Agent.

(c) Execution of Proxies and Other Instruments. Each Pledgor shall, promptly upon request by the Security Agent, execute and deliver to the Security Agent such proxies, voting agreements, written consents, powers of attorney, and other instruments as the Security Agent may request to enable the Security Agent to exercise the voting rights and other governance rights referred to in paragraph (a) above.

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 certificate, notice, or other document delivered pursuant hereto) shall prove to have been materially incorrect, untrue, or misleading in any material respect when made or when deemed to have been made;

(b) any Pledgor shall fail to comply with or perform any covenant, obligation, or agreement set forth in Article 5 of this Agreement (or elsewhere in this Agreement), subject to any applicable cure or grace periods as specified in the Indenture for corresponding obligations (provided that no cure or grace period shall apply with respect to any breach of Section 5.2(a) or Section 5.2(b)); and

(c) the pledge and security interest created by this Agreement shall, at any time, cease to be valid, effective, perfected, or enforceable, or shall cease to have the first-priority status intended hereby, in each case other than as a result of any act or omission of the Security Agent or any Secured Party or as a result of the release of Collateral in accordance with Section 8.3 hereof.

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 any Pledgor (except to the extent that notice is required by applicable law and cannot be waived):

(a) General Enforcement. Exercise all rights, remedies, and powers available to it as a secured party under this Agreement, the Indenture, the Intercreditor Agreement, and applicable law, including, without limitation, all rights and remedies available under any Uniform Commercial Code, civil code, commercial code, or equivalent statutory framework applicable to the Collateral.

(b) Sale of Collateral. Sell, transfer, assign, convey, or otherwise dispose of all or any part of the Collateral, whether by public auction, private sale, tender, or other method, and on such terms and conditions (including as to price, payment terms, and the identity of the purchaser) as the Security Agent may determine in its sole discretion, subject to applicable law. The Security Agent may sell the Collateral in one lot or in separate lots, for cash or on credit, and at such time and place as the Security Agent may determine. The Security Agent shall be entitled, at any such sale, to bid for and purchase all or any part of the Collateral on behalf of the Secured Parties, free and clear of any right of redemption.

(c) Exercise of Voting and Governance Rights. Exercise all voting rights, consent rights, and other governance rights in respect of the Pledged Shares, as more particularly described in Section 5.4(a) hereof, including, without limitation, the right to appoint and remove directors, managers, or other officers of any Pledged Entity.

(d) Receipt of Distributions. Receive and apply all Distributions paid or payable on or with respect to the Pledged Shares in accordance with Section 8.1 of this Agreement (Application of Proceeds).

(e) Possession of Certificates and Documents. Take possession of all certificates, instruments, documents, books, and records relating to the Collateral, wherever located.

(f) Legal Proceedings. Initiate, prosecute, defend, and pursue any legal, equitable, administrative, or arbitral proceedings, and exercise any other remedies, as may be necessary or advisable to enforce the security interest created by this Agreement, to recover the Secured Obligations, or to protect the Collateral.

(g) Other Remedies. Take any other action or exercise any other right or remedy that may be available to the Security Agent under this Agreement, the Indenture, the Intercreditor Agreement, or applicable law.

The rights and remedies set forth in this Section 6.2 are cumulative and are not exclusive of any other rights or remedies available to the Security Agent or the Secured Parties under this Agreement, the Indenture, the Intercreditor Agreement, or applicable law. The Security Agent may exercise such rights and remedies in such order and combination as the Security Agent may determine in its sole discretion.

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 such circumstances as the Security Agent may determine;

(b) a private sale conducted in a commercially reasonable manner shall not be deemed inadequate, commercially unreasonable, or otherwise objectionable solely by reason of the fact that such sale was a private sale rather than a public auction or other form of public sale, or by reason of the fact that the price obtained in such private sale may be less than the price that might have been obtained at a public auction or other form of public sale;

(c) any such private sale may be conducted without the Pledged Shares being registered under any applicable securities laws, and the Security Agent shall have no obligation to take any steps to register the Pledged Shares or to comply with any exemption from registration under any applicable securities laws (other than as may be required by mandatory provisions of applicable law); and

(d) the Pledgor(s) shall cooperate fully with the Security Agent and any prospective purchaser in connection with any sale of the Collateral, including, without limitation, by providing access to the books, records, financial statements, and other information of the Pledged Entities, and by making available the directors, officers, employees, and advisors of the Pledged Entities for due diligence purposes.

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, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, or power preclude any other or future exercise thereof or the exercise of any other right, remedy, or power.

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, and immunities are as set forth in the Indenture and the Intercreditor Agreement, which are incorporated herein by reference.

The Security Agent acts solely for and on behalf of the Secured Parties and not in its personal or individual capacity (except as may be expressly provided in the Indenture). No person dealing with the Security Agent shall be concerned to inquire whether the Security Agent's exercise of any power, authority, or discretion hereunder has been authorized or is within the scope of the Security Agent's authority under the Indenture, and the exercise of any such power, authority, or discretion shall be conclusive evidence of its proper exercise.

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 the foregoing:

(a) The Security Agent shall not be liable to any Pledgor, any Co-Issuer, or any other person for any loss, liability, cost, claim, action, demand, or expense of any kind whatsoever arising out of or in connection with the exercise or non-exercise of any of its rights, powers, or discretions under this Agreement, the Indenture, or applicable law, except to the extent that such loss, liability, cost, claim, action, demand, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the Security Agent's own gross negligence, willful misconduct, or fraud.

(b) The Security Agent may rely upon, and shall be protected in acting or refraining from acting upon, any certificate, notice, direction, instruction, request, resolution, consent, order, communication, opinion, report, or other document or information believed by it in good faith to be genuine and correct and to have been signed, given, or made by the proper person or persons.

(c) The Security Agent shall not be obligated to take any action that it believes in good faith would expose it to personal liability, or that is contrary to this Agreement, the Indenture, the Intercreditor Agreement, or applicable law.

(d) The Security Agent shall not be under any obligation to monitor or supervise the performance by the Pledgor(s) of their obligations under this Agreement and shall not be liable for any default by the Pledgor(s) hereunder.

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 all of the rights, powers, duties, and obligations of the outgoing Security Agent under this Agreement, and the outgoing Security Agent shall be released and discharged from its obligations hereunder.

Upon the appointment of a successor Security Agent, each Pledgor shall, at its own cost and expense, execute and deliver such documents and take such other actions as the successor Security Agent may reasonably request to evidence and confirm the transfer of the pledge and security interest created hereby to the successor Security Agent and to perfect the successor Security Agent's interest in the Collateral.

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 expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, and the costs of appellate proceedings) of any kind whatsoever arising out of or in connection with:

(a) the execution, delivery, performance, administration, or enforcement of this Agreement or any other Security Document;

(b) any claim, litigation, investigation, or proceeding relating to this Agreement or the Collateral, whether or not any Indemnified Party is a

FORM OF SHARE PLEDGE AGREEMENT
Fleet-Owning Guarantor Subsidiaries
Dated as of [●], 20[●]
among
[Insert full legal name of Pledgor(s)], as Pledgor(s),
and
[Insert full legal name of Security Agent], as Security Agent, for and on behalf of the Secured Parties
Made in connection with the Indenture dated as of [●], 20[●] (the "Indenture") governing the [Insert description of Notes]
Governing Law: [Insert governing law]
Right-click to update Table of Contents
SHARE PLEDGE AGREEMENT
THIS SHARE PLEDGE AGREEMENT (this "Agreement") is made and entered into as of [●], 20[●],
AMONG:
(A) [Insert full legal name of each Pledgor entity], a [Insert entity type] duly organized and validly existing under the laws of [Insert jurisdiction], having its registered office at [Insert address] (the "Pledgor" or, together with any other Pledgor identified herein, the "Pledgors");
Note to Draft: Where the pledge is made by more than one entity (e.g., both the parent issuer and an intermediate special-purpose vehicle co-issuer), each Pledgor should be separately identified with its own sub-paragraph and full identifying details. Replicate the foregoing paragraph as many times as necessary and adjust defined terms accordingly.
AND
(B) [Insert full legal name of Security Agent], a [Insert entity type] duly organized and validly existing under the laws of [Insert jurisdiction], having its registered office at [Insert address], UEN [Insert UEN] (the "Security Agent"), acting for and on behalf of the Secured Parties (as defined in the Indenture referred to below).
Each of the parties identified above is individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
(C) Pursuant to the Indenture dated as of [●], 20[●] (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Indenture"), among [Insert full legal names of Co-Issuers], as Co-Issuers, the Guarantor Subsidiaries from time to time party thereto, [Insert full legal name of Trustee], as Trustee (the "Trustee"), and the Security Agent, the Co-Issuers have issued or propose to issue [Insert aggregate principal amount] in aggregate principal amount of [Insert description of Notes, including interest rate, maturity date, and any other material identifying characteristics] (the "Notes").
(D) In connection with the issuance of the Notes, the Parties have entered into or will enter into an Intercreditor Agreement dated as of [●], 20[●] (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement") among the Co-Issuers, the Guarantor Subsidiaries from time to time party thereto, the Security Agent, the Trustee, and such other parties as may be party thereto from time to time, which Intercreditor Agreement sets forth, among other things, the relative rights and priorities of the Secured Parties with respect to the Collateral and the application of proceeds derived therefrom.
(E) It is a condition precedent to the issuance of the Notes under the Indenture that the Pledgor(s) grant a first-priority pledge over one hundred percent (100%) of the issued and outstanding equity interests in each of the Guarantor Subsidiaries listed in Schedule 1 hereto (each, a "Pledged Entity" and collectively, the "Pledged Entities") to the Security Agent for the ratable benefit of the Secured Parties, as security for the due and punctual payment and performance of all Secured Obligations (as defined below).
(F) The board of directors (or equivalent governing body) of each Pledgor has duly authorized the execution and delivery of this Agreement and the grant of the security interest contemplated hereby, and all necessary corporate and other entity-level approvals have been obtained in connection therewith.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
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:
"Agreement" means this Share Pledge Agreement, including all schedules, annexes, and exhibits hereto, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Charged Shares" or "Pledged Shares" means one hundred percent (100%) of the issued and outstanding shares, membership interests, equity interests, partnership interests, limited liability company interests, or other ownership units (howsoever described under the applicable law of the jurisdiction of organization of each Pledged Entity) of each Pledged Entity, as listed and more particularly described in Schedule 1 hereto, together with any and all additional shares, equity interests, or ownership units of any Pledged Entity acquired by the Pledgor(s) after the date hereof, whether by subscription, bonus issue, rights issue, stock dividend, stock split, conversion, exchange, reclassification, recapitalization, or otherwise.
"Co-Issuers" means [Insert full legal name of the primary issuer] and [Insert full legal name of the co-issuer SPV], in each case in their respective capacities as co-issuers of the Notes under the Indenture, and their respective successors and assigns.
"Collateral" means the Pledged Shares and all Related Rights, collectively, as more particularly described in Section 2.1 of this Agreement.
"Distributions" means all dividends (whether in cash, securities, or other property), distributions, returns of capital, redemption proceeds, liquidation proceeds, and all other payments, distributions, or allocations of any nature whatsoever, whether ordinary or extraordinary, regular or irregular, made or to be made, declared or undeclared, with respect to or on account of the Pledged Shares, including any payment or distribution resulting from a reduction of share capital, dissolution, liquidation, winding-up, merger, consolidation, or other reorganization of a Pledged Entity.
"Enforcement Event" means an Event of Default under the Indenture that has occurred and is continuing and in respect of which the Security Agent has been directed to enforce the Collateral in accordance with the applicable provisions of the Indenture and the Intercreditor Agreement by the Trustee or the Required Holders (as defined in the Indenture), as applicable.
"Guarantor Subsidiary" or "Pledged Entity" means each entity listed in Schedule 1 hereto, as the same may be supplemented from time to time in accordance with Section 2.2 and Schedule 2 of this Agreement.
"Indenture" has the meaning assigned to such term in Recital (C) above.
"Intercreditor Agreement" has the meaning assigned to such term in Recital (D) above.
"Notes" has the meaning assigned to such term in Recital (C) above.
"Permitted Liens" has the meaning assigned to such term in the Indenture.
"Pledgor" has the meaning assigned to such term in the preamble to this Agreement and includes any successors and permitted assigns of such entity. "Pledgors" means all entities identified as a Pledgor herein, collectively.
"Related Rights" means all rights, interests, privileges, and benefits attaching to, arising from, or in any way connected with the Pledged Shares, whether now existing or hereafter arising, including, without limitation: (a) all voting rights and rights to participate in meetings of shareholders, members, or other equity holders; (b) all pre-emptive rights, subscription rights, tag-along rights, drag-along rights, and similar rights; (c) all rights to receive Distributions; (d) all rights to receive liquidation proceeds, dissolution proceeds, or other amounts payable upon the winding-up, dissolution, or termination of any Pledged Entity; (e) all rights to receive any proceeds from any sale, transfer, exchange, or other disposition of the Pledged Shares; (f) any certificates, instruments, or documents evidencing or representing the Pledged Shares; and (g) all claims, rights of action, and remedies of the Pledgor(s) in respect of the Pledged Shares, whether arising in contract, tort, or otherwise.
"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly or severally, whether as principal or surety, and whether owed individually or with others) of the Co-Issuers and the Guarantors (including each Pledgor in its capacity as a Guarantor, if applicable) to the Secured Parties under or in connection with the Notes, the Indenture, the Guarantees, and the other Transaction Documents, in each case including, without limitation: (a) all principal, interest (including, without limitation, any interest that would accrue but for the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), premium (if any), and all fees, costs, expenses, indemnification obligations, and other amounts payable under or in respect of the Notes, the Indenture, and the other Transaction Documents; and (b) all obligations and liabilities arising under or in connection with any refinancing, restructuring, or replacement of any of the foregoing, to the extent permitted by and in accordance with the Indenture.
"Secured Parties" means the Trustee, the Security Agent, and the holders of the Notes from time to time, together with their respective successors, assigns, and transferees.
"Security Agent" has the meaning assigned to such term in the preamble to this Agreement and includes any successor security agent appointed in accordance with the Indenture.
"Transaction Documents" means the Indenture, the Notes, the Purchase Agreement (if any), the Registration Rights Agreement (if any), the Intercreditor Agreement, the Security Documents (including this Agreement), and any other documents or instruments designated as "Transaction Documents" under the Indenture.
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, whether or not having separate legal personality.
(b) References to any statute, law, regulation, rule, or ordinance shall be construed as a reference to such statute, law, regulation, rule, or ordinance as amended, re-enacted, consolidated, or replaced from time to time, and shall include any subordinate legislation, regulations, orders, or instruments made thereunder.
(c) The headings and sub-headings contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(d) Words importing the singular shall include the plural and vice versa, and words importing one gender shall include all genders.
(e) References to "including," "include," or "includes" shall be deemed to be followed by the words "without limitation" (whether or not so followed), and shall not be construed to limit any general statement that precedes them to the specific or similar items or matters that follow them.
(f) References to "$," "dollars," or "USD" mean [Insert currency — e.g., "United States Dollars"], the lawful currency of the [Insert relevant country].
(g) References to any agreement or instrument shall be construed as a reference to such agreement or instrument as amended, restated, amended and restated, supplemented, renewed, novated, or otherwise modified from time to time in accordance with its terms (and, where applicable, subject to any restrictions on such amendments, restatements, supplements, renewals, novations, or modifications set forth in the Indenture).
(h) References to any Article, Section, Schedule, Annex, or Exhibit are references to Articles, Sections, Schedules, Annexes, or Exhibits of or to this Agreement, unless otherwise specified.
(i) The terms "hereof," "herein," "hereunder," "hereby," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.
(j) In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Indenture, the provisions of the Indenture shall prevail and govern, except with respect to the specific mechanics of creating, perfecting, and enforcing the pledge and security interest set forth herein, as to which the provisions of this Agreement shall govern.
(k) Any reference to a "business day" means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general business in [Insert relevant business day jurisdictions — e.g., New York, London, Singapore, and the jurisdiction of organization of each Pledged 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 and shall apply mutatis mutandis as if set forth herein in full. In the event that any provision of the Indenture so incorporated is inconsistent with any express provision of this Agreement, the provisions of the Indenture shall prevail, except with respect to the specific mechanics of creating, perfecting, and enforcing the pledge and security interest set forth herein.
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 Security Agent, for and on behalf of the Secured Parties:
(a) Pledged Shares — one hundred percent (100%) of the issued and outstanding shares, membership interests, equity interests, or other ownership units (howsoever described) of each Pledged Entity listed opposite such Pledgor's name in Schedule 1 hereto, including all rights and interests appurtenant thereto;
(b) Related Rights — all Related Rights, as defined in Section 1.1 hereof, whether now existing or hereafter arising, in each case to the full extent of the Pledgor's interest therein;
(c) Distributions — all Distributions, whether in cash, securities, or other property, whether ordinary or extraordinary, paid or payable, declared or undeclared, with respect to or on account of the Pledged Shares;
(d) Certificates and Instruments — all certificates, instruments, and documents evidencing or representing the Pledged Shares, or any interest therein, in whatever form, whether now held or hereafter received by the Pledgor;
(e) Proceeds — all proceeds (as such term is defined under applicable law, including any Uniform Commercial Code or equivalent statutory framework) of any and all of the foregoing, whether in cash, securities, or other property, and however arising, including, without limitation, insurance proceeds and condemnation awards.
The pledge and security interest granted pursuant to this Section 2.1 is intended to be, and shall be construed as, a first-priority pledge and security interest in the Collateral, subject only to Permitted Liens (if any) to the extent expressly permitted by the Indenture.
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, equity interests, or ownership units shall automatically and without further action be subject to the pledge and security interest created by this Agreement, and shall constitute part of the Collateral for all purposes hereunder.
Each Pledgor undertakes to promptly, and in any event within [●] business days of any such acquisition:
(a) notify the Security Agent in writing of the acquisition of such additional shares, equity interests, or ownership units, specifying the number, class, and other relevant details thereof;
(b) deliver to the Security Agent (or its designated custodian) all original certificates (if any) representing such additional shares, equity interests, or ownership units, together with duly executed but undated stock transfer forms or instruments of transfer endorsed in blank in the form set forth in Schedule 3 hereto (or such other form as may be required under the applicable law of the jurisdiction of organization of the relevant Pledged Entity);
(c) execute and deliver to the Security Agent a supplement to this Agreement or an accession deed substantially in the form set forth in Schedule 2 hereto (or such other form as the Security Agent may reasonably require), confirming that such additional shares, equity interests, or ownership units are subject to the pledge created hereby;
(d) take all actions necessary to update Schedule 1 hereto to reflect the acquisition of such additional shares, equity interests, or ownership units; and
(e) take all steps necessary or advisable to perfect the Security Agent's security interest in such additional shares, equity interests, or ownership units under the applicable law of the jurisdiction of organization of the relevant Pledged Entity.
If any Pledgor acquires or establishes a new subsidiary that is required to be pledged under the terms of the Indenture (whether as a result of the acquisition of a new vessel-owning entity, the establishment of a new fleet-owning subsidiary, or otherwise), such Pledgor shall cause such new subsidiary to become a Pledged Entity hereunder by executing and delivering an Accession Deed substantially in the form set forth in Schedule 2 hereto, and shall take all steps necessary to perfect the pledge in respect of the equity interests of such new subsidiary, in each case within the time period specified in the Indenture.
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 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 pledge and security interest created hereby is in addition to, and shall not be prejudiced by, and is without prejudice to, any other guarantee, security, right, or remedy that the Security Agent or any Secured Party may now or hereafter hold or be entitled to in respect of the Secured Obligations, whether from the Pledgor(s), the Co-Issuers, or any other person.
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 contributions, fund operating expenses, or pay assessments or calls on shares. The Pledgor(s) shall remain solely responsible for all such obligations and liabilities.
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) the following:
(i) all original share certificates representing the Pledged Shares held by such Pledgor;
(ii) duly executed but undated stock transfer forms or instruments of transfer in blank, in the form set forth in Schedule 3 hereto (or such other form as may be required under the applicable law of the jurisdiction of organization of the relevant Pledged Entity and the constitutional documents thereof), sufficient in number and form to enable the Security Agent to transfer the Pledged Shares to itself or its nominee, or to any purchaser, upon enforcement; and
(iii) such other documents as the Security Agent may reasonably require in connection with the perfection of its security interest in the Pledged Shares, including, without limitation, irrevocable proxies, powers of attorney, and board or shareholder resolutions of the relevant Pledged Entity acknowledging and consenting to the pledge.
(b) Uncertificated Shares. To the extent that any of the Pledged Shares are uncertificated or are not evidenced by physical 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):
(i) cause appropriate entries to be made in the register of members, shareholders, or equity holders of each relevant Pledged Entity reflecting the pledge and the Security Agent's security interest in the Pledged Shares, including, where applicable, a notation that the Pledged Shares are subject to the pledge created by this Agreement and that no transfer or dealing with such shares shall be registered without the prior written consent of the Security Agent;
(ii) deliver to the Security Agent a certified true copy of the register of members, shareholders, or equity holders of each relevant Pledged Entity reflecting such entries; and
(iii) take such other steps as may be necessary or advisable under the applicable law of the jurisdiction of organization of the relevant Pledged Entity to perfect the Security Agent's security interest in the uncertificated Pledged Shares.
Note to Draft: Adapt the foregoing provisions for each jurisdiction in which a Pledged Entity is organized. For example, for Malta companies, perfection may require endorsement of the pledge on the share certificates and notation in the register of members maintained by the company, together with filing of a charge with the Malta Business Registry. For marshall Islands entities, perfection requirements under the marshall Islands Business Corporations Act or the marshall Islands Limited Liability Company Act, as applicable, should be confirmed with marshall Islands counsel. For Dubai / JAFZA entities, JAFZA Free Zone authority notification or approval may be required. For Singapore private companies, registration of the charge with ACRA within the prescribed statutory time period (currently thirty (30) days from the date of creation of the charge) is mandatory under the Companies Act 1967 of Singapore. Refer to Schedule 4 for jurisdiction-specific annexes addressing these requirements in detail.
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:
(a) registration of the pledge with the relevant company registry, companies authority, corporate registry, or maritime authority in the jurisdiction of organization of each Pledged Entity, to the extent required by applicable law;
(b) notation of the pledge on the register of members, shareholders, or equity holders of each Pledged Entity, and delivery to the Security Agent of certified true copies of such register reflecting such notation;
(c) filing of any financing statements, charge registration forms, or equivalent documents with the applicable governmental or regulatory authorities;
(d) compliance with any applicable foreign investment, exchange control, central bank, or other governmental notification, reporting, or approval requirements in connection with the grant and perfection of the pledge; and
(e) any other steps that the Security Agent may reasonably request to perfect, protect, or maintain the security interest granted hereunder.
Note to Draft: Insert jurisdiction-specific perfection requirements for each Pledged Entity's jurisdiction. Examples include: (i) Malta — filing of prescribed particulars of the charge with the Malta Business Registry within the time period prescribed under the Companies Act (Cap. 386) of Malta; (ii) marshall Islands — completion of applicable filings with the marshall Islands Maritime Administrator or Trust Company, as applicable; (iii) Dubai / JAFZA — notification to and, if required, approval from the Jebel Ali Free Zone Authority; and (iv) Singapore — registration of the charge with ACRA by filing a prescribed form within thirty (30) days of the creation of the charge, pursuant to Part VIII of the Companies Act 1967 of Singapore. Coordinate with local counsel in each jurisdiction to confirm all applicable perfection steps and deadlines. Insert completed jurisdiction-specific details in Schedule 4 prior to execution.
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 the Security Agent may from time to time reasonably request to:
(a) create, perfect, preserve, protect, or maintain the validity, perfection, and first-priority status of the pledge and security interest granted hereunder;
(b) enable the Security Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral; and
(c) otherwise carry out the intent and purpose of this Agreement.
Without limiting the generality of the foregoing, each Pledgor agrees to execute and deliver such supplemental pledge agreements, accession deeds, stock transfer forms, irrevocable proxies, powers of attorney, board and shareholder resolutions, and other documents as the Security Agent may reasonably require.
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 writings, and to take any and all actions, as may be necessary or advisable to:
(a) perfect, protect, preserve, or maintain the validity, perfection, and priority of the pledge and security interest granted hereunder (which power may be exercised by the Security Agent at any time, whether or not an Enforcement Event has occurred);
(b) upon the occurrence and during the continuance of an Enforcement Event, exercise any and all rights and remedies of the Security Agent under this Agreement, the Indenture, and applicable law, including, without limitation, the right to transfer, sell, or otherwise dispose of all or any part of the Collateral, to execute stock transfer forms or instruments of transfer, to complete the transferee name and date on any stock transfer form or instrument of transfer held by the Security Agent, to exercise voting rights, and to receive and apply Distributions; and
(c) take any other action that the Security Agent may reasonably determine to be necessary or advisable in connection with the enforcement of the security interest granted hereunder.
This power of attorney is coupled with an interest and is irrevocable. Each Pledgor hereby ratifies and confirms, and agrees to ratify and confirm, all actions taken by the Security Agent (or any substitute or delegate) in the lawful exercise of the powers conferred by this Section 3.4. The powers conferred by this Section 3.4 shall not be affected by the subsequent disability, incapacity, dissolution, winding-up, or insolvency of any Pledgor.
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, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization, and has all requisite corporate or other entity power and authority to own its properties and assets and to carry on its business as currently conducted.
(b) Power and Authority. The Pledgor has full corporate or other entity power and authority to execute, deliver, and perform its obligations under this Agreement and to grant the pledge and security interest contemplated hereby. The execution, delivery, and performance of this Agreement by the Pledgor are within the corporate or entity powers of the Pledgor and do not exceed any limitation on the Pledgor's powers set forth in its constitutional documents.
(c) Due Authorization. The execution, delivery, and performance of this Agreement, and the grant of the pledge and security interest contemplated hereby, have been duly authorized by all necessary corporate or other entity action on the part of the Pledgor, including, without limitation, all necessary resolutions of the board of directors (or equivalent governing body) and, to the extent required, the shareholders or equity holders of the Pledgor, and no further corporate or entity action is required in connection therewith.
(d) No Conflicts. The execution and delivery of this Agreement by the Pledgor and the grant of the pledge and security interest contemplated hereby do not and will not: (i) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, by-laws, articles of association, memorandum of association, operating agreement, partnership agreement, or other constitutional documents of the Pledgor or any Pledged Entity; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority to which the Pledgor or any Pledged Entity is subject; or (iii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien (other than the pledge created hereby and Permitted Liens) upon any of the Collateral under, any material agreement, contract, indenture, instrument, or other obligation to which the Pledgor or any Pledged Entity is a party or by which any of them or any of their respective properties or assets may be bound.
(e) Valid and Enforceable Obligations. This Agreement constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) Title to Pledged Shares. The Pledgor is the sole legal and beneficial owner of the Pledged Shares listed opposite its name in Schedule 1 hereto, free and clear of all liens, pledges, charges, mortgages, encumbrances, security interests, options, warrants, rights of first refusal, claims, and other restrictions or limitations of any kind whatsoever, other than (i) the pledge and security interest created by this Agreement, and (ii) Permitted Liens (as defined in the Indenture) to the extent expressly applicable to the Pledged Shares.
(g) Pledged Shares Fully Paid. The Pledged Shares are fully paid and non-assessable (or the equivalent thereof under the laws of the relevant jurisdiction of organization of the applicable Pledged Entity) and have been validly issued in compliance with all applicable laws, regulations, and the constitutional documents of the relevant Pledged Entity. No further capital contribution, payment, or other consideration is required to be made in respect of the Pledged Shares.
(h) No Prior Pledge. None of the Pledged Shares has been previously pledged, charged, hypothecated, assigned, or otherwise encumbered in favor of any person, other than pursuant to the existing credit facilities being refinanced with the proceeds of the Notes, which pledges and encumbrances shall be released and terminated at or prior to the closing date of the issuance of the Notes on terms satisfactory to the Security Agent.
(i) No Restrictions on Transfer. There are no restrictions on the pledge, transfer, assignment, or disposal of the Pledged Shares that have not been duly waived or complied with in connection with the grant of the pledge hereunder, other than restrictions arising under: (i) applicable securities laws; (ii) the constitutional documents of the relevant Pledged Entity (to the extent that any such restrictions have been waived by the appropriate corporate body of such Pledged Entity or are otherwise inapplicable to the pledge contemplated hereby); and (iii) applicable free zone regulations or governmental approvals (to the extent that all required approvals and consents have been obtained or will be obtained on or prior to the closing date).
(j) Consents and Approvals. All consents, approvals, authorizations, licenses, permits, orders, designations, declarations, filings, registrations, and notifications required in connection with the execution, delivery, and performance of this Agreement by the Pledgor and the perfection of the pledge and security interest contemplated hereby have been obtained from, or made with, the appropriate governmental or regulatory authorities, corporate bodies, and other persons, and are in full force and effect (or will be obtained or made on or prior to the closing date, as applicable).
(k) No Litigation. There is no action, suit, proceeding, investigation, arbitration, or claim pending or, to the best of the Pledgor's knowledge after due and reasonable inquiry, threatened against the Pledgor or any Pledged Entity before any court, tribunal, governmental authority, or arbitral body that: (i) would reasonably be expected to adversely affect the Pledgor's ability to perform its obligations under this Agreement; (ii) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement; or (iii) would reasonably be expected to adversely affect the validity, enforceability, perfection, or priority of the pledge and security interest created hereby.
(l) Capitalization. Schedule 1 hereto sets forth a true, complete, and correct description of the authorized, issued, and outstanding shares, equity interests, or ownership units of each Pledged Entity as of the date hereof. Except as set forth in Schedule 1, there are no outstanding options, warrants, convertible securities, subscription rights, pre-emptive rights, rights of first refusal, puts, calls, or other rights (contingent or otherwise) to purchase, subscribe for, acquire, or receive any shares, equity interests, or ownership units of any Pledged Entity, or any securities convertible into or exchangeable for any such shares, equity interests, or ownership units, nor are there any agreements, arrangements, or understandings with respect to the issuance or sale of any of the foregoing.
ARTICLE 5 — COVENANTS
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) Maintain Free and Clear Title. Maintain the Pledged Shares free and clear of all liens, pledges, charges, mortgages, encumbrances, security interests, and other restrictions or limitations of any kind whatsoever, other than the pledge and security interest created by this Agreement and Permitted Liens.
(b) Defend Security Interest. Defend the title of the Security Agent in and to the Collateral and the first-priority security interest of the Security Agent therein against all claims, liens, and demands of all persons whomsoever, at the Pledgor's own cost and expense.
(c) Notification of Adverse Events. Promptly notify the Security Agent in writing of any event, circumstance, development, or condition that has occurred or is reasonably likely to occur that could reasonably be expected to: (i) materially and adversely affect the value of the Pledged Shares or any material portion of the Collateral; (ii) adversely affect the validity, perfection, or first-priority status of the pledge and security interest created hereby; or (iii) give rise to a breach of any representation, warranty, or covenant of the Pledgor contained in this Agreement.
(d) Maintain Corporate Existence. Cause each Pledged Entity to maintain its corporate or other entity existence and good standing (to the extent such concept is recognized) in its jurisdiction of organization, and to maintain all authorizations, licenses, permits, and approvals necessary for the conduct of its business as currently conducted, in each case except as otherwise permitted by the Indenture.
(e) Constitutional Document Amendments. Deliver to the Security Agent certified true copies of any amendments, restatements, or modifications to the constitutional documents (including the certificate of incorporation, articles of association, memorandum of association, by-laws, operating agreement, or equivalent) of any Pledged Entity within [●] business days of the adoption or effectiveness of any such amendment, restatement, or modification.
(f) Delivery of Additional Certificates and Documents. Promptly deliver to the Security Agent (or its designated custodian) any and all additional certificates, instruments, stock transfer forms, or other documents received by the Pledgor in respect of the Pledged Shares, including, without limitation, certificates representing any shares issued by way of bonus issue, stock dividend, stock split, rights issue, or reclassification.
(g) Collateral Coverage Maintenance. Comply with the collateral coverage maintenance covenant set forth in the Indenture, to the extent applicable to the Pledged Shares and the fleet assets owned by the Pledged Entities, and take all actions required by the Indenture in connection therewith.
(h) Information. Provide such information regarding the Pledged Entities, the Pledged Shares, and the Collateral as the Security Agent may from time to time reasonably request, including, without limitation, copies of financial statements of the Pledged Entities, details of any changes in the capitalization or equity structure of the Pledged Entities, and confirmation of the continued existence and good standing of the Pledged Entities.
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, without the prior written consent of the Security Agent (acting on the instructions of the Trustee or the Required Holders, as specified in the Indenture):
(a) No Disposition. Sell, transfer, assign, convey, exchange, lease, license, dispose of, or otherwise deal with any of the Pledged Shares or Related Rights, or agree to do any of the foregoing, except as expressly permitted by the Indenture (including, without limitation, under the Asset Sales covenant and the Merger, Consolidation, or Sale of All or Substantially All Assets covenant contained in the Indenture).
(b) No Additional Liens. Create, incur, assume, suffer, or permit to exist any lien, pledge, charge, mortgage, hypothecation, encumbrance, security interest, assignment, or other restriction or limitation of any kind whatsoever on or with respect to any of the Collateral, other than (i) the pledge and security interest created by this Agreement, and (ii) Permitted Liens.
(c) No Adverse Amendments to Constitutional Documents. Agree to, consent to, or permit the adoption of any amendment, restatement, or modification to the constitutional documents (including the certificate of incorporation, articles of association, memorandum of association, by-laws, operating agreement, or equivalent) of any Pledged Entity that would materially and adversely affect the rights of the Security Agent or the Secured Parties under this Agreement, the Indenture, or the other Transaction Documents, or the value, validity, perfection, or enforceability of the pledge and security interest created hereby.
(d) No Dilutive Issuances. Consent to or permit the issuance, allotment, or creation of any additional shares, equity interests, ownership units, options, warrants, convertible securities, or other rights to acquire equity interests in any Pledged Entity, unless (i) such issuance is expressly permitted by the Indenture and (ii) all such additional shares or equity interests are pledged to the Security Agent hereunder within [●] business days of issuance, together with the delivery of certificates and transfer instruments in accordance with Section 3.1 hereof.
(e) No Inconsistent Voting. Exercise, or permit the exercise of, any voting rights, consent rights, or other governance rights in respect of the Pledged Shares in a manner that is inconsistent with the Pledgor's obligations under this Agreement, the Indenture, or the other Transaction Documents, or that would materially and adversely affect the rights of the Security Agent or the Secured Parties hereunder.
(f) No Dissolution or Reorganization. Cause, permit, or consent to the dissolution, winding-up, liquidation, termination, merger, consolidation, amalgamation, division, conversion, or reorganization of any Pledged Entity, or the transfer of all or substantially all of the assets of any Pledged Entity, except as expressly permitted by the Indenture.
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 vote shall be cast, consent given, or other action taken by any Pledgor in its capacity as a shareholder, member, or equity holder of a Pledged Entity that would: (i) impair the Collateral or the pledge and security interest created hereby; (ii) be inconsistent with or in violation of any provision of this Agreement, the Indenture, or the other Transaction Documents; or (iii) have the effect, directly or indirectly, of authorizing, approving, or consenting to any action that would constitute a breach by the Pledgor of any of its obligations hereunder.
(b) Distributions. Each Pledgor shall be entitled to receive and retain for its own account all Distributions paid or payable on or with respect to the Pledged Shares; provided, however, that such right to receive and retain Distributions shall be subject to, and conditioned upon compliance with, the restricted payments covenant and other applicable covenants and restrictions set forth in the Indenture. In the event that any Distribution is received by a Pledgor that such Pledgor was not entitled to receive under the Indenture, such Pledgor shall promptly pay over or deliver such Distribution to the Security Agent for application in accordance with Section 8.1 of this Agreement.
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 thereupon become entitled to exercise all voting rights, consent rights, and other governance rights in respect of the Pledged Shares, including, without limitation, the right to vote the Pledged Shares at any meeting of shareholders, members, or equity holders of any Pledged Entity, to execute written consents or resolutions in lieu of meetings, and to take any other action available to the holder of the Pledged Shares.
(b) Distributions to be Paid to Security Agent. All Distributions paid or payable on or with respect to the Pledged Shares shall be paid directly to the Security Agent (or as the Security Agent may direct in writing) and shall be applied by the Security Agent in accordance with Section 8.1 of this Agreement (Application of Proceeds). If any Distribution is received by a Pledgor after the occurrence of an Enforcement Event, such Pledgor shall hold such Distribution in trust for the benefit of the Security Agent and the Secured Parties and shall promptly pay over or deliver the same to the Security Agent.
(c) Execution of Proxies and Other Instruments. Each Pledgor shall, promptly upon request by the Security Agent, execute and deliver to the Security Agent such proxies, voting agreements, written consents, powers of attorney, and other instruments as the Security Agent may request to enable the Security Agent to exercise the voting rights and other governance rights referred to in paragraph (a) above.
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 certificate, notice, or other document delivered pursuant hereto) shall prove to have been materially incorrect, untrue, or misleading in any material respect when made or when deemed to have been made;
(b) any Pledgor shall fail to comply with or perform any covenant, obligation, or agreement set forth in Article 5 of this Agreement (or elsewhere in this Agreement), subject to any applicable cure or grace periods as specified in the Indenture for corresponding obligations (provided that no cure or grace period shall apply with respect to any breach of Section 5.2(a) or Section 5.2(b)); and
(c) the pledge and security interest created by this Agreement shall, at any time, cease to be valid, effective, perfected, or enforceable, or shall cease to have the first-priority status intended hereby, in each case other than as a result of any act or omission of the Security Agent or any Secured Party or as a result of the release of Collateral in accordance with Section 8.3 hereof.
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 any Pledgor (except to the extent that notice is required by applicable law and cannot be waived):
(a) General Enforcement. Exercise all rights, remedies, and powers available to it as a secured party under this Agreement, the Indenture, the Intercreditor Agreement, and applicable law, including, without limitation, all rights and remedies available under any Uniform Commercial Code, civil code, commercial code, or equivalent statutory framework applicable to the Collateral.
(b) Sale of Collateral. Sell, transfer, assign, convey, or otherwise dispose of all or any part of the Collateral, whether by public auction, private sale, tender, or other method, and on such terms and conditions (including as to price, payment terms, and the identity of the purchaser) as the Security Agent may determine in its sole discretion, subject to applicable law. The Security Agent may sell the Collateral in one lot or in separate lots, for cash or on credit, and at such time and place as the Security Agent may determine. The Security Agent shall be entitled, at any such sale, to bid for and purchase all or any part of the Collateral on behalf of the Secured Parties, free and clear of any right of redemption.
(c) Exercise of Voting and Governance Rights. Exercise all voting rights, consent rights, and other governance rights in respect of the Pledged Shares, as more particularly described in Section 5.4(a) hereof, including, without limitation, the right to appoint and remove directors, managers, or other officers of any Pledged Entity.
(d) Receipt of Distributions. Receive and apply all Distributions paid or payable on or with respect to the Pledged Shares in accordance with Section 8.1 of this Agreement (Application of Proceeds).
(e) Possession of Certificates and Documents. Take possession of all certificates, instruments, documents, books, and records relating to the Collateral, wherever located.
(f) Legal Proceedings. Initiate, prosecute, defend, and pursue any legal, equitable, administrative, or arbitral proceedings, and exercise any other remedies, as may be necessary or advisable to enforce the security interest created by this Agreement, to recover the Secured Obligations, or to protect the Collateral.
(g) Other Remedies. Take any other action or exercise any other right or remedy that may be available to the Security Agent under this Agreement, the Indenture, the Intercreditor Agreement, or applicable law.
The rights and remedies set forth in this Section 6.2 are cumulative and are not exclusive of any other rights or remedies available to the Security Agent or the Secured Parties under this Agreement, the Indenture, the Intercreditor Agreement, or applicable law. The Security Agent may exercise such rights and remedies in such order and combination as the Security Agent may determine in its sole discretion.
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 such circumstances as the Security Agent may determine;
(b) a private sale conducted in a commercially reasonable manner shall not be deemed inadequate, commercially unreasonable, or otherwise objectionable solely by reason of the fact that such sale was a private sale rather than a public auction or other form of public sale, or by reason of the fact that the price obtained in such private sale may be less than the price that might have been obtained at a public auction or other form of public sale;
(c) any such private sale may be conducted without the Pledged Shares being registered under any applicable securities laws, and the Security Agent shall have no obligation to take any steps to register the Pledged Shares or to comply with any exemption from registration under any applicable securities laws (other than as may be required by mandatory provisions of applicable law); and
(d) the Pledgor(s) shall cooperate fully with the Security Agent and any prospective purchaser in connection with any sale of the Collateral, including, without limitation, by providing access to the books, records, financial statements, and other information of the Pledged Entities, and by making available the directors, officers, employees, and advisors of the Pledged Entities for due diligence purposes.
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, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, or power preclude any other or future exercise thereof or the exercise of any other right, remedy, or power.
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, and immunities are as set forth in the Indenture and the Intercreditor Agreement, which are incorporated herein by reference.
The Security Agent acts solely for and on behalf of the Secured Parties and not in its personal or individual capacity (except as may be expressly provided in the Indenture). No person dealing with the Security Agent shall be concerned to inquire whether the Security Agent's exercise of any power, authority, or discretion hereunder has been authorized or is within the scope of the Security Agent's authority under the Indenture, and the exercise of any such power, authority, or discretion shall be conclusive evidence of its proper exercise.
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 the foregoing:
(a) The Security Agent shall not be liable to any Pledgor, any Co-Issuer, or any other person for any loss, liability, cost, claim, action, demand, or expense of any kind whatsoever arising out of or in connection with the exercise or non-exercise of any of its rights, powers, or discretions under this Agreement, the Indenture, or applicable law, except to the extent that such loss, liability, cost, claim, action, demand, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the Security Agent's own gross negligence, willful misconduct, or fraud.
(b) The Security Agent may rely upon, and shall be protected in acting or refraining from acting upon, any certificate, notice, direction, instruction, request, resolution, consent, order, communication, opinion, report, or other document or information believed by it in good faith to be genuine and correct and to have been signed, given, or made by the proper person or persons.
(c) The Security Agent shall not be obligated to take any action that it believes in good faith would expose it to personal liability, or that is contrary to this Agreement, the Indenture, the Intercreditor Agreement, or applicable law.
(d) The Security Agent shall not be under any obligation to monitor or supervise the performance by the Pledgor(s) of their obligations under this Agreement and shall not be liable for any default by the Pledgor(s) hereunder.
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 all of the rights, powers, duties, and obligations of the outgoing Security Agent under this Agreement, and the outgoing Security Agent shall be released and discharged from its obligations hereunder.
Upon the appointment of a successor Security Agent, each Pledgor shall, at its own cost and expense, execute and deliver such documents and take such other actions as the successor Security Agent may reasonably request to evidence and confirm the transfer of the pledge and security interest created hereby to the successor Security Agent and to perfect the successor Security Agent's interest in the Collateral.
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 expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, and the costs of appellate proceedings) of any kind whatsoever arising out of or in connection with:
(a) the execution, delivery, performance, administration, or enforcement of this Agreement or any other Security Document;
(b) any claim, litigation, investigation, or proceeding relating to this Agreement or the Collateral, whether or not any Indemnified Party is a

FORM OF SHARE PLEDGE AGREEMENT

SHARE PLEDGE AGREEMENT

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