Form of Stock Power. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto , the number of shares of common stock of , a (the “Company”), standing in the name of the undersigned on the books of said Company represented by the certificate having the certificate number and to which this Stock Power is attached, and does hereby irrevocably constitute and appoint , as attorney-in-fact of the undersigned to transfer said shares on the books of the Company with full power of substitution in the premises. Dated: [NAME OF PLEDGOR] By: Name: Title: In presence of: Witness 2 Original Counterparts of this Stock Power to be executed will equal the number of Stock Certificates pledged (e.g., one Stock Power per Certificate). FORM OF IRREVOCABLE PROXY3 The undersigned hereby constitutes and appoints CITIBANK, N.A., as the Pari Passu Collateral Agent for the Pari Passu Secured Parties, in its capacity as Pledgee, under the Share Pledge Agreement hereinafter referred to, its attorney and proxy to appear, vote and otherwise act, all in the name, place and stead of the undersigned in the same manner that the undersigned might do and with the same powers, with respect to all of the shares of stock of [ ], a [ ] (the “Company”), owned or hereafter acquired by the undersigned, at any and all meetings of shareholders of the Company, on any and all matters, questions and resolutions that may come before such meetings, including, but not limited to, the election of directors, or at any adjournment or adjournments thereof, or to consent on behalf of the undersigned in the absence of a meeting to anything that might have been voted on at such a meeting. This irrevocable proxy is coupled with an interest, is given in connection with a pledge pursuant to a Share Pledge Agreement dated [ ] [ ], 20[ ] (as amended, modified or supplemented, the “Pledge Agreement”), is subject to the rights of the undersigned as a Pledgor set forth in Section 6(a) of the Pledge Agreement and is irrevocable. It shall continue in effect so long as the debt for which the pledge is granted as security remains unpaid. The attorney and proxy named herein is hereby given full power of substitution and revocation and may act through such agents, nominees or substitute attorneys as it may from time to time appoint. The powers of such attorney and proxy shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of each of the undersigned. [NAME OF PLEDGOR] By: Name: Title: 3 Original counterparts of this Irrevocable Proxy to be executed will equal the number of Stock Certificates pledged (e.g. one Irrevocable Proxy per Certificate). THIS ASSIGNMENT OF INSURANCE PROCEEDS (as amended, supplemented or otherwise modified from time to time, this “Assignment”), dated as of [ ] [ ], 20[ ], is made by [ ], a [ ] organized and existing under the laws of [ ] with its registered office located at [ ] (the “Assignor”), in favor of in favor of CITIBANK, N.A., as the pari passu collateral agent (the “Pari Passu Collateral Agent”) for the Pari Passu Secured Parties (as defined in the Intercreditor Agreement referred to below) (together with its successors and assigns in such capacity, the “Assignee”).
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Form of Stock Power. FOR VALUE RECEIVED, the undersigned does hereby sellssell, assigns assign and transfers unto , the number transfer to _____________________________ _______ Shares of shares Common Stock of common stock of _______________________, a _______________ corporation, represented by Certificate No. ____ (the “CompanyStock”), standing in the name of the undersigned on the books of said Company represented by the certificate having the certificate number and to which this Stock Power is attached, corporation and does hereby irrevocably constitute and appoint ___________________________________ as the undersigned’s true and lawful attorney, as attorney-in-fact for it and in its name and stead, to sell, assign and transfer all or any of the undersigned Stock, and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said shares on the books of the Company with full power of substitution in the premisesattorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: _______________ [NAME OF PLEDGOR] By: Name: [Type Signatory Name] Title: In presence of[Type Signatory Title] PLEDGED SUBSIDIARY: Witness 2 Original Counterparts [MEMBERSHIP][PARTNERSHIP] INTEREST OWNER: [Name of this Stock Power Pledged Subsidiary] [Name of Pledgor] Reference is hereby made to be executed will equal the number of Stock Certificates pledged (e.g., one Stock Power per Certificate). FORM OF IRREVOCABLE PROXY3 The undersigned hereby constitutes and appoints CITIBANK, N.A., as the Pari Passu Collateral Agent for the Pari Passu Secured Parties, in its capacity as Pledgee, under the Share Pledge Agreement hereinafter referred to, its attorney and proxy to appear, vote and otherwise act, all in the name, place and stead of the undersigned in the same manner that the undersigned might do and with the same powers, with respect to all of the shares of stock of [ ], a [ ] (the “Company”), owned or hereafter acquired by the undersigned, at any and all meetings of shareholders of the Company, on any and all matters, questions and resolutions that may come before such meetings, including, but not limited to, the election of directors, or at any adjournment or adjournments thereof, or to consent on behalf of the undersigned in the absence of a meeting to anything that might have been voted on at such a meeting. This irrevocable proxy is coupled with an interest, is given in connection with a pledge pursuant to a Share certain Pledge Agreement dated [ ] [ as of [●], 20[ ] (as the same may be amended, modified or supplemented, the “Pledge Agreement”), is subject to the rights of the undersigned as a Pledgor set forth in Section 6(a) of the Pledge Agreement and is irrevocable. It shall continue in effect so long as the debt for which the pledge is granted as security remains unpaid. The attorney and proxy named herein is hereby given full power of substitution and revocation and may act through such agents, nominees or substitute attorneys as it may from time to time appoint. The powers of such attorney and proxy shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of each of the undersigned. [NAME OF PLEDGOR] By: Name: Title: 3 Original counterparts of this Irrevocable Proxy to be executed will equal the number of Stock Certificates pledged (e.g. one Irrevocable Proxy per Certificate). THIS ASSIGNMENT OF INSURANCE PROCEEDS (as amendedrestated, supplemented or otherwise modified from time to time, this the “AssignmentPledge Agreement”) among a [member][partner] of [Name of Pledged Subsidiary], a [__________] limited [liability company][partnership] (a “Pledged Subsidiary”), dated as certain other Subsidiaries of [ ] [ ], 20[ ], is made by [ ], a [ ] organized the Borrower from time to time signatory thereto and existing under the laws Bank of [ ] with its registered office located at [ ] (the “Assignor”), in favor of in favor of CITIBANKAmerica, N.A., as the pari passu collateral agent (the “Pari Passu Collateral Agent”) Administrative Agent for the Pari Passu Secured benefit of the Creditor Parties (as defined in the Intercreditor Agreement referred to below) (together with its successors and assigns in such capacity, the “AssigneeAdministrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Pledge Agreement. Pledged Subsidiary is hereby instructed by the Pledgor that all of the Pledgor’s right, title and interest in and to all of the Pledgor’s rights in connection with any [membership][partnership] interests in Pledged Subsidiary now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of Administrative Agent. Pledgor hereby instructs the Pledged Subsidiary to act upon any instruction delivered to it by the Administrative Agent with respect to the Pledged Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, the Pledged Subsidiary agrees to do so. Pledged Subsidiary, by its written acknowledgement and acceptance hereof, hereby acknowledges receipt of a copy of the aforementioned Pledge Agreement and agrees promptly upon the request of the Administrative Agent to note on its books the security interest granted under such Pledge Agreement. Each Pledged Subsidiary also waives any rights or requirements at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee.
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