Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:
(a) all Accounts;
(b) all Goods, including Equipment, Inventory and Fixtures;
(c) all Documents, Instruments and Chattel Paper;
(d) all Letters of Credit and Letter-of-Credit Rights;
(e) all Securities Collateral;
(f) all Investment Property;
(g) all Intellectual Property Collateral;
(h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate;
(i) all General Intangibles;
(j) all Deposit Accounts;
(k) all Supporting Obligations;
(l) all books and records relating to the Collateral; and
(m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.
Pledge; Grant of Security Interest. Each of the Pledgors hereby ---------------------------------- delivers to the Administrative Agent, for the ratable benefit of the Lenders, all the Pledged Stock and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.
Pledge; Grant of Security Interest. Each Pledgor hereby delivers, pledges, assigns, and transfers, as appropriate, to the Lender all the Pledged Collateral and hereby grants to the Lender a first security interest in the Pledged Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.
Pledge; Grant of Security Interest. Pledgor hereby pledges and grants to Mezzanine Lender a first priority continuing security interest in the Pledged Interests and other Pledge Collateral, as security for the complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Company has evidenced its acknowledgment and consent to the pledge and grant given hereby, by the execution and delivery of the Acknowledgment and Consent attached hereto as EXHIBIT A.
Pledge; Grant of Security Interest. The Pledgor hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders, all the Pledged Stock and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.
Pledge; Grant of Security Interest. In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all obligations of the Company under each of the Note Purchase Agreements and any Note issued thereunder and of all obligations and liabilities of the Company to the Pari Passu Secured Parties, which may arise under, out of, or in connection with, the Note Purchase Agreements, the Common Terms Agreement, or any other Pari Passu Financing Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Pari Passu Secured Parties that are required to be paid by the Company pursuant to the terms of the Note Purchase Agreements, the Common Terms Agreement or any other Pari Passu Financing Document) (the "Obligations"), and all obligations of the Shareholders to the Collateral Agent or the Pari Passu Secured Parties created under this Pledge Agreement (being such obligations together with the Obligations being collectively referred to as the "Secured Obligations"), which, for the purposes of Article 761 of the Brazilian Civil Code, are estimated to be in (but expressly not limited to) the principal amount of up to US$1,019,000,000, equivalent on the date hereof to R$l,875,673,300, with original final maturity on July 1, 2012 (subject to mandatory and optional repurchase and acceleration thereunder) or as otherwise provided for in the Note Purchase Agreements, the Common Terms Agreement or the Notes each Shareholder hereby pledges to the Collateral Agent for the benefit of the Pari Passu Secured Parties, pursuant to the provisions of Articles 271 to 279 of the Brazilian Commercial Code and Article 768 of the Brazilian Civil Code, all its rights to the loan agreements and promissory notes fully described in Exhibit 1 hereto (the "Pledged Assets").
Pledge; Grant of Security Interest. The Executive hereby delivers to the Company all the Pledged Stock and hereby grants to the Company a first security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.
Pledge; Grant of Security Interest. The Company hereby delivers to the Bank all the Pledged Stock and hereby grants to the Bank a first security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.
Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,451) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired:
(i) all of the Grantor’s credit rights, rights to revenues, claims and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed in Schedule B hereto and any proceeds of the foregoing (collectively, the “Pledged Assets”); and
(ii) all of the Grantor’s additional Material Credit Rights which may, from time to time, be acquired by the Grantor in any manner including, but not limited to, any additional contracts and instruments entered into by the Grantor, whether or not in addition to, in substitution of, as a conversion of or in exchange for the current existent Pledged Assets (“Additional Pledged Assets”).
(b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full force and effect.
Pledge; Grant of Security Interest. Holdings hereby transfers and grants to the Trustee, for the benefit of the Secured Parties, a first-priority security interest in all of Holdings’ right, title and interest in the Collateral, as collateral security for the Holdco Guaranteed Secured Obligations.
