Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured Parties, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Collateral"): (a) the Collateral Account, all "financial assets" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements"), including, without limitation, all dividends, if any, interest, cash, instruments, if any, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; (b) all proceeds of any and all of the Collateral (including, without limitation, proceeds that constitute property of the types described in clause (a) of this Section 1.3 and this clause (b)); and (c) to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. The As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the Pledgor hereby pledges and grants to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured PartiesHolders, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): ): (a) the Collateral AccountPledge Account II, (b) all "financial assets credited to the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) (such financial assets" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial AssetsSecurities"), (c) credited to the Collateral Account from time to time any and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) entitlements of the Pledgor with respect to the Pledged Financial Assets Securities, (all such security entitlements collectively the "Pledged Security Entitlements"), including, without limitation, d) all dividends, if any, interest, cash, instruments, if any, and instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; the foregoing, and (be) all proceeds of any and all of the Pledged Collateral (including, without limitation, proceeds that constitute property of the types described in clause clauses (a) through (d) of this Section 1.3 and this clause (b)); 1) and (c) , to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement itself and for the ratable benefit of the Holders of the Notes, and grants to the Trustee for itself and for the ratable benefit of the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured PartiesNotes, a continuing first priority security interest in and to (i) all of the Pledgor's right, title and interest inin Securities Account No. 55080 xxxntained at The Bank of Nova Scotia, to and under the following New York Agency (collectively, the "CollateralSecurities Account"): ) and the "SEVEN SEAS PLEDGE ACCOUNT," Account No. 190575, maintained with the Trustee (athe "Pledge Account,") the Collateral Accountall Pledged Securities now or hereafter existing, and any and all "financial assets" security entitlements (as defined in Article 8 8-102 of the NYUCC and in Uniform Commercial Code of the Federal Book Entry RegulationsState of New York (the "UCC")), (ii) (collectivelyall certificates or other evidence of ownership representing the Pledged Securities, the "Pledged Financial Assets") credited to the Collateral Pledge Account from time to time and any and all "security entitlements" entitlements (as defined in Article 8 8-102 of the NYUCC UCC) related thereto or the Securities Account and in the Federal Book Entry Regulations(iii) all products and proceeds of any of the Pledgor with respect to Pledged Securities and the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements")Pledge Account, including, without limitation, all dividends, if anyinterest, interestprincipal payments, cash, options, warrants, rights, instruments, if any, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such the Pledged Security Entitlements Securities (items (i), (ii) and (iii), collectively, the "Collateral"). The parties acknowledge that the Securities Account constitutes a securities account and that all Collateral held in, carried in or such Pledged Financial Assets; (b) all proceeds of any and all of the Collateral (including, without limitation, proceeds that constitute property of the types described in clause (a) of this Section 1.3 and this clause (b)); and (c) credited to the extent not otherwise included, all cashSecurities Account shall constitute financial assets under the UCC.

Pledge and Grant of Security Interest. The Pledgor hereby pledges To secure the full and punctual payment and performance of the (a) Obligations and (b) all other indebtedness, obligations and liabilities of Borrowers to the Collateral Agent for its benefit Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to this Pledge Agreement or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and for the ratable benefit of the Trustee and the Holders of the Notes (b) collectively, the "Secured PartiesIndebtedness"), Pledgors hereby pledge, assign, hypothecate, transfer and hereby grants to the Secured Parties, grant a continuing first priority security interest to Pledgee in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Collateral"): (a) the Collateral Account, all "financial assets" shares of stock set forth on Schedule A annexed hereto and expressly made a part hereof (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial AssetsStock") credited to ), the Collateral Account certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time and received, receivable or otherwise distributed in respect of or in exchange for any or all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry RegulationsPledged Stock; (b) all additional shares of stock of any issuer of the Pledgor with respect to the Pledged Financial Assets Stock (all such security entitlements collectively the "Pledged Security EntitlementsIssuer")) from time to time acquired by the Pledgors in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, if any, interest, cash, instruments, if any, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; (b) all proceeds of any and all of the Collateral (including, without limitation, proceeds that constitute property of the types described in clause (a) of this Section 1.3 and this clause (b))shares; and (c) to all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the extent not otherwise included, all cashPledged Stock.

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent (a) As collateral security for its benefit pursuant to this Pledge Agreement and for the ratable benefit all of the Trustee and the Holders of the Notes Obligations (the "Secured Parties"as defined in Section 3 hereof), the Pledgor shall, on the Pledge Date, pledge and hereby grants to the Secured Partiesassign, and grant a continuing first priority priority, valid and perfected security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Collateral"):) in favor of the Investors and shall deliver such Collateral to the Collateral Agent: (ai) the Collateral AccountShares, which the parties specifically acknowledge and agree includes the certificates representing the Collateral Shares, all "financial assets" options and other rights, contractual or otherwise, in respect thereof (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements"), including, without limitation, any registration rights) and all dividends, if any, interest, cash, instrumentssecurities, if any, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements the Collateral Shares (including, without limitation, pursuant to any spin-off or such Pledged Financial Assetsrights offering) from and after the date of this Agreement; (bii) all cash and cash equivalents, Investment Property, Financial Assets, capital stock or other equity interests, notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other securities arising from or relating to the Collateral Shares or deposited from time to time with the Collateral Agent from and after the date of this Agreement; (iii) all general intangibles arising from or relating to the Collateral Shares; (iv) all investment earnings and proceeds of any and all of the Collateral (including, without limitation, proceeds that constitute property of the types described in clause (a) of this Section 1.3 and this clause (b))foregoing; and (cv) to all Securities Entitlements of the extent not otherwise includedPledgor in any and all of the foregoing; in each case, all cashwhether now owned or hereafter acquired by the Pledgor and howsoever such interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Pledge and Grant of Security Interest. The As security for the payment and performance in full of its Obligations, each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Trustee and grants to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured PartiesNoteholders, a continuing first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and to any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s (A) partnership interests and related rights described in Schedule II, (B) limited liability company membership interests and related rights described in Schedule III and (C) any other partnership interests, limited liability company membership interests or other equity interests in any Subsidiary obtained in the Pledgor's right, title and interest in, to and under the following future by such Pledgor (collectively, the "Collateral"): “Pledged Interests”), (aiii) all other property that may be delivered to and held by the Collateral AccountTrustee (or its designee as provided in Section 2.01(b)) pursuant to the terms hereof, (iv) subject to Section 2.05, all "financial assets" (as defined in Article 8 payments of the NYUCC dividends and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements")distributions, including, without limitation, all dividends, if any, interest, cash, instruments, if any, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for any or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledged Security Entitlements or such Pledged Financial Assets; (b) all proceeds of any and all of Pledgor with respect to the Collateral securities (including, without limitation, proceeds that constitute any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the types foregoing property (and any property described in clause the following clauses (avii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined in the UCC) of this Section 1.3 any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the “Collateral”). The Trustee acknowledges that the security interest in the Collateral granted herein ranks equally with and this clause (b)); and (c) shall be pari passu with the security interest in the Collateral granted to the extent not otherwise includedCollateral Agent, all cashfor the benefit of the Bank Lenders, pursuant to the Pledge Agreement (as defined in the Bank Credit Agreement) and that the respective rights of the Collateral Agent and the Trustee with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement.

Pledge and Grant of Security Interest. The Pledgor hereby ------------------------------------- pledges to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Holders of the Notes, and grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured PartiesNotes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Collateral"):), whether characterized as investment property, general ---------- intangibles or otherwise: (a) the Cash Collateral Account, all "financial assets" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time funds held therein and all "security entitlements" (as defined in Article 8 of the NYUCC certificates and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements"), including, without limitation, all dividends, if any, interest, cash, instruments, if any, from time to time representing or evidencing the Cash Collateral Account, (b) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlement to the Collateral Investments, and any and all related securities accounts in which any security entitlement to the Collateral Investments is carried, (c) all notes, certificates of deposit, deposit accounts, checks and other property instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, (d) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; the then existing Collateral, and (be) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clause clauses (a) - (d) of this Section 1.3 and this clause (b)); 1.3) and (c) , to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties")Notes, and hereby grants to the Secured PartiesTrustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Collateral"): ), whether characterized as investment property, general intangibles or otherwise: (a) the Collateral Account, all "financial assets" United States Treasury securities identified by CUSIP No. in Annex 1 to Exhibit A to this Pledge Agreement (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial AssetsSecurities"), (b) any and all applicable security entitlements to the Pledged Securities, (c) The Bank of New York account in the name of "BNY, Trustee, LDI Collateral Pledge A/C", Administrative Account No. 015175 (the "Pledge Account") credited established and maintained by the Trustee pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security entitlements to the Collateral Account Pledged Securities are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time and all "security entitlements" (as defined in Article 8 of hereafter delivered to or otherwise possessed by the NYUCC and in the Federal Book Entry Regulations) Trustee for or on behalf of the Pledgor with respect in substitution for or in addition to any or all the Pledged Financial Assets then existing Collateral, (f) all such security entitlements collectively the "Pledged Security Entitlements")interest, including, without limitation, all dividends, if any, interest, cash, instruments, if any, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; the then existing Collateral, and (bg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clause clauses (a) - (f) of this Section 1.3 and this clause (b)); 1) and (c) , to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent Trustee for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties")Notes, and hereby grants to the Secured PartiesTrustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Collateral"): ), whether characterized as investment property, general intangibles or otherwise: (a) the Collateral Account, all "financial assets" United States Treasury securities identified by CUSIP No. in Annex 1 to Exhibit A to this Pledge Agreement (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial AssetsSecurities"), (b) any and all applicable security entitlements to the Pledged Securities, (c) The Bank of New York account in the name of "[ ] (the "Pledge Account") credited established and maintained by the Trustee pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security entitlements to the Collateral Account Pledged Securities are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time and all "security entitlements" (as defined in Article 8 of hereafter delivered to or otherwise possessed by the NYUCC and in the Federal Book Entry Regulations) Trustee for or on behalf of the Pledgor with respect in substitution for or in addition to any or all the Pledged Financial Assets then existing Collateral, (f) all such security entitlements collectively the "Pledged Security Entitlements")interest, including, without limitation, all dividends, if any, interest, cash, instruments, if any, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets; the then existing Collateral, and (bg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clause clauses (a) - (f) of this Section 1.3 and this clause (b)); 1) and (c) , to the extent not otherwise included, all cashcash in the Pledge Account.

Pledge and Grant of Security Interest. The Pledgor hereby pledges to the Collateral Agent for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured Parties, a continuing first priority security interest in and to i) all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Collateral"): (a) the Collateral Account, all "financial assets" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements"), including, without limitation, all dividends, if any, interest, cash, instruments, if any, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial AssetsAccounts; (bii) all proceeds of any and all of the Collateral Contracts (including, without limitation, proceeds that constitute property of the types described in clause (a) of this Section 1.3 and this clause (bManagement Services Agreements)); and; (ciii) all Deposit Accounts; (iv) all Equipment; (v) all Pledged Interests; (vi) all Intercompany Obligations; (vii) all General Intangibles; (viii) all Inventory; (ix) all Instruments; (x) all Investment Property; (xi) to the extent not otherwise includedcovered or not specifically excluded by clauses (i) through (x) above, all cashof such Pledgor's other personal property, whether now owned or existing or hereafter arising or acquired, including without limitation all letter of credit rights; and (xii) any and all proceeds, as defined in the Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, "Proceeds"). For purposes of this Agreement, the -------- term "Proceeds" includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.

Pledge and Grant of Security Interest. The As security for the payment and performance in full of its Obligations, each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent and grants (and hereby reconfirms such grant under the Original Security Agreement), to the Collateral Agent for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the Trustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured Parties, a continuing first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and to any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s respective partnership and membership interests and related rights described in Schedule II and any partnership or membership interests or other equity interests in any Subsidiary obtained in the Pledgor's rightfuture by such Pledgor (the “Pledged Interests”), title and interest in, (iii) all other property that may be delivered to and under the following (collectively, the "Collateral"): (a) held by the Collateral AccountAgent pursuant to the terms hereof, (iv) subject to Section 2.05, all "financial assets" (as defined in Article 8 payments of the NYUCC dividends and in the Federal Book Entry Regulations) (collectively, the "Pledged Financial Assets") credited to the Collateral Account from time to time and all "security entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged Financial Assets (all such security entitlements collectively the "Pledged Security Entitlements")distributions, including, without limitation, all dividends, if any, interest, cash, instruments, if any, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for any or upon the conversion of the securities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledged Security Entitlements or such Pledged Financial Assets; (b) all proceeds of any and all of Pledgor with respect to the Collateral securities (including, without limitation, proceeds that constitute any securities entitlements) and other property of the types described referred to in clause clauses (ai), (ii), (iii) of this Section 1.3 and this clause (biv) above, (vi)); and (c) to the extent not otherwise included, all cash.