Common use of Description of Pledged Collateral Clause in Contracts

Description of Pledged Collateral. The Pledged Collateral is described as follows: (i) all right, title and interest of each Pledgor as a holder (whether now or in the future) of (y) Capital Stock of any (A) Material Pledged Subsidiary, and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital Stock”); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder; (ii) all right, title and interest of each Pledgor in any Unencumbered Loans (including, without limitation, the CapitalSource Securitization Notes, the CapitalSource Repurchased Securitization Notes and any debt securities of the type referred to in clause (d) of the definition of Available Assets), including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time (the “Pledged Notes”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “Pledged Capital Stock”); (iii) all right, title and interest of each Pledgor in and to all present and future payments, Proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor listed in clauses (i) through (ii) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation and all recoveries received by such Pledgor in connection with a REO Asset); and (iv) to the extent not covered by clauses (i) through (iii) above, all Proceeds of all of the foregoing, of every kind, and all Proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateral.

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows:follows and on any separate schedules at any time furnished by Pledgors to Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all right, title and interest of each Pledgor Pledgors as a holder holders (whether now or in the future) of in (yx) Capital Stock shares or other equity interests in any corporations, limited liability companies or limited partnerships organized under the laws of any state or district of the United States (A) Material Pledged Subsidiaryincluding, without limitation, those corporations and (B) limited liability companies described on Schedule 1 hereto, but excluding the membership interests in DRF 12000 Portland, LLC held by Borrower and the 2,197 shares of Prudential Financial, Inc. beneficially held by Borrower, provided that Borrower will not enter into any other Subsidiary that is not agreement for the pledge of such shares or equity interests or otherwise grant a Material Pledged SubsidiarySecurity Interest in such shares or equity interests), whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository depositary shares or other rights in respect of any such Capital Stockinterests, and (zy) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital Stock”); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereundersame; (ii) all right, title and interest of each Pledgor Borrower or Borrower's Domestic Subsidiaries as holders (whether now or in any Unencumbered Loans (including, without limitation, the CapitalSource Securitization Notes, the CapitalSource Repurchased Securitization Notes and any debt securities of the type referred to future) in clause (d) of the definition of Available Assets), including, but not limited to, (x) all promissory notesshares or other equity interests in any entity directly owned by Borrower or a Domestic Subsidiary of Borrower that is organized under the laws of a jurisdiction outside the United States and described on Schedule 1 hereto (excluding the equity interests in EVI Audio (Aust) PTY, instruments or chattel paper issued in connection with such Unencumbered Loans (whether now owned or existing or owned or arising hereafter) Limited, Saguaro Electronica, S.A. de C.V. and Telex Communications, S.A. de C.V. held by TCI, provided that TCI will not enter into any other agreement for the pledge of such Pledgor at any time equity interests or otherwise grant a Security Interest in such equity interests) which represent (x) 65% of the “Pledged Notes”), Voting Stock of such entity and (y) any Capital 100% of the Non-Voting Stock issued in connection with of such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or notentity, or any warrants to purchase or depository depositary shares or other rights in respect of any such Capital Stockinterests, and (zy) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “Pledged Capital Stock”)same; (iii) all right, title and interest of each Pledgor of the Pledgors in and to all present and future payments, Proceedsproceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor collateral listed in clauses (i) through and (ii) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such Pledgor each of the Pledgors in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation and all recoveries received by such Pledgor in connection with a REO Assetliquidation); and (iv) to the extent not covered by clauses (i) through (iii) above, all Proceeds proceeds of all of the foregoing, of every kind, and all Proceeds proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and proceeds. (b) are amended The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to refer to such additional herein as the "Pledged CollateralSecurities".

Description of Pledged Collateral. The Pledged Collateral is described as follows: (i) all right, title and interest of each Pledgor as a holder (whether now or in the future) of (y) Capital Stock of any (A) Material Pledged Subsidiary, and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital Stock”); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder;. (ii) all right, title and interest of each Pledgor in any Unencumbered Loans (including, without limitation, the CapitalSource Securitization Notes, the CapitalSource Repurchased Securitization Notes and any debt securities of the type referred to in clause (d) of the definition of Available Assets)) , including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time (the “Pledged Notes”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “Pledged Capital Stock”); (iii) all right, title and interest of each Pledgor in and to all present and future payments, Proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor listed in clauses (i) through (ii) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation and all recoveries received by such Pledgor in connection with a REO Assetliquidation); and (iv) to the extent not covered by clauses (i) through (iii) above, all Proceeds of all of the foregoing, of every kind, and all Proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateral.

Description of Pledged Collateral. The Pledged Collateral is described as follows:follows and on any separate schedules at any time furnished by the Pledgor to the Security Agent (which schedules are hereby deemed part of this Pledge Agreement): (ia) all right, title and interest of each the Pledgor as a holder in and to (whether now or in i) the future) of (y) Capital Stock of any (A) Material Convertible Note described on the Pledged Subsidiary, Securities Schedule and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository shares or all other rights in respect of any such Capital Stockthe Convertible Note, (zii) all shares rights of stockthe Pledgor to exercise conversion rights and remedies under the Convertible Note and the CN Purchase Agreement and to require performance by the Issuer in respect of the Convertible Note, membership interest certificates, partnership certificates, other and (iii) all certificates, instruments or other documents evidencing or representing the Capital Stock referred to same in the preceding clause each case whether now owned or hereafter acquired and whether certificated or uncertificated (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital Stock”"Pledged Note"); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder; (iib) all right, title and interest of each the Pledgor in any Unencumbered Loans (includingand to all membership, without limitation, partnership and similar Equity Interests issued to the CapitalSource Securitization Notes, Pledgor by the CapitalSource Repurchased Securitization Notes and any debt securities Issuer upon exercise of the type referred rights of conversion under the Convertible Note, whether certificated or uncertificated, together with all capital and other accounts, any securities account to which such Equity Interests are credited and all related security entitlements, maintained by the Pledgor with respect to such Equity Interests and all income, gain, loss, deductions and credits allocated or allocable to such accounts, in clause (d) of the definition of Available Assets), including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (each case whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time hereafter acquired (the “Pledged Notes”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “"Pledged Capital Stock”Interests"); (iiic) all right, title and interest of each the Pledgor in and to all present and future payments, Proceedsproceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor collateral listed in clauses (ia) through and (iib) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such the Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificatecertificate (if any), instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation liquidation); (d) all right, title and interest in, to and under the Registration Rights Agreement, including without limitation, all recoveries received rights, claims, powers, privileges and remedies of the Pledgor whether arising by such Pledgor contract, at law, in connection with a REO Asset)equity or otherwise under the Registration Rights Agreement; and (ive) to the extent not covered by clauses (i) through (iii) above, all Proceeds proceeds of all of the foregoing, of every kind, and all Proceeds proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateralproceeds.

Description of Pledged Collateral. The Pledged Collateral with respect to each Pledgor is described as follows:follows and on any separate schedules at any time furnished by such Pledgor to the Administrative Agent (which schedules are hereby deemed part of this Pledge Agreement): (ia) all right, title and interest of each such Pledgor as a holder in and to (whether now or in i) all Equity Interests, including the future) of (y) Capital Stock of any (A) Material Equity Interests described under such Pledgor’s name on the Pledged SubsidiarySecurities Schedule, and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository all depositary shares or and other rights in respect of any such Capital StockEquity Interests, and (zii) all shares of stock, membership interest certificates, partnership certificates, other certificatescertificates (if any), instruments or other documents evidencing or representing the Capital Stock referred to same, in the preceding clause each case whether now owned or hereafter acquired and whether certificated or uncertificated (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital Pledged Stock”); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder; (iib) all right, title and interest of each such Pledgor in and to all membership, partnership and similar Equity Interests issued to such Pledgor by any Unencumbered Loans (includinglimited liability company, without limitationlimited partnership or similar entity, including those described under such Pledgor’s name on the CapitalSource Securitization NotesPledged Securities Schedule, the CapitalSource Repurchased Securitization Notes whether certificated or uncertificated, together with all capital and any debt securities of the type referred other accounts maintained by such Pledgor with respect to such Equity Interests and all income, gain, loss, deductions and credits allocated or allocable to such accounts, in clause (d) of the definition of Available Assets), including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (each case whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time hereafter acquired (the “Pledged Notes”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “Pledged Capital StockInterests”); (iiic) all right, title and interest of each such Pledgor in and to all present and future payments, Proceedsproceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor collateral listed in clauses (ia) through and (iib) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificatecertificate (if any), instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation and all recoveries received by such Pledgor in connection with a REO Assetliquidation); and (ivd) to the extent not covered by clauses (i) through (iii) above, all Proceeds proceeds of all of the foregoing, of every kind, and all Proceeds proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateralproceeds.

Description of Pledged Collateral. The Pledged Collateral with respect to each Pledgor is described as follows:follows and on any separate schedules at any time furnished by such Pledgor to the Lender (which schedules are hereby deemed part of this Pledge Agreement): (ia) all right, title and interest of each such Pledgor as a holder in and to (whether now or in i) all Equity Interests including the future) of (y) Capital Stock of any (A) Material Equity Interests described under such Pledgor's name on the Pledged Subsidiary, Securities Schedule and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository all depositary shares or and other rights in respect of any such Capital StockEquity Interests, and (zii) all shares of stock, membership interest certificates, partnership certificates, other certificatescertificates (if any), instruments or other documents evidencing or representing the Capital Stock referred to same in the preceding clause each case whether now owned or hereafter acquired and whether certificated or uncertificated (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “Subsidiary Capital "Pledged Stock”"); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder; (iib) all right, title and interest of each such Pledgor in and to all membership, partnership and similar Equity Interests issued to such Pledgor by any Unencumbered Loans (includinglimited liability company, without limitationlimited partnership or similar entity including those described under such Pledgor's name on the Pledged Securities Schedule, the CapitalSource Securitization Noteswhether certificated or uncertificated, the CapitalSource Repurchased Securitization Notes together with all capital and any debt securities of the type referred other accounts maintained by such Pledgor with respect to such Equity Interests and all income, gain, loss, deductions and credits allocated or allocable to such accounts, in clause (d) of the definition of Available Assets), including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (each case whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time hereafter acquired (the “Pledged Notes”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor (including, but not limited to, Capital Stock in any REO Asset Owner held by such Pledgor), whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “"Pledged Capital Stock”Interests"); (iiic) all right, title and interest of each such Pledgor in and to all present and future payments, Proceedsproceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor collateral listed in clauses (ia) through and (iib) above, including any Securities Account to which the Pledged Collateral is credited, and all monies due or to become due and payable to such Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificatecertificate (if any), instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation and all recoveries received by such Pledgor in connection with a REO Assetliquidation); and (ivd) to the extent not covered by clauses (i) through (iii) above, all Proceeds proceeds of all of the foregoing, of every kind, and all Proceeds proceeds of such Proceeds. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateralproceeds.