Common use of Pledge of Equity Interest Clause in Contracts

Pledge of Equity Interest. (a) Each Lien Grantor, in order to secure the Secured Obligation, creates in favor of the Collateral Agent a senior first priority pledge pursuant to section 580 and subsequent sections of the Commercial Code and grant to the Collateral Agent for the equal and ratable benefits of the Secured Parties, effective on the first day of any Collateral Period a continuous security interest on the Shares including all proceeds renewals, accretions and substitutions thereof, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located. Pursuant to section 584 of the commercial code, the Lien Grantor hereby delivers the Shares to the Collateral Agent and the Collateral Agent receives such Shares, receipt whereof is hereby acknowledged. The Collateral Agent shall keep the Shares until the Pledge is cancelled. The Pledge is granted on: (i) all Equity Interests in any Subsidiary held directly by such Lien Grantor and all of its rights and privileges with respect thereto, and all income and profits thereon, all interest, dividends and other payments and distributions with respect thereto; (ii) all the capital contributions made and all and any of the rights that it may now have or acquired in the future as regards the issuer of the Shares, as a result of the capital contributions made; (iii) such Lien Grantor's ownership interest in its Cash Collateral Account and all cash held therein from time to time; and (iv) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii); The security interests granted by each Lien Grantor pursuant to this Section 2(a) shall terminate in accordance with Section 16. (b) The Pledges are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (c) If the Collateral is realized upon and the security interest in the Collateral is not sufficient to satisfy all Secured Obligations, each Lien Grantor acknowledges and agrees that such Lien Grantor shall continue to be liable for any Secured Obligations remaining outstanding and Collateral Agent shall be entitled to pursue full payment thereof. (d) Each Lien Grantor and the Collateral Agent hereby acknowledge that value has been given, such Lien Grantor has rights in the Collateral or, with respect to any after acquired Collateral, will have rights in such Collateral when so acquired.

Pledge of Equity Interest. (a) Each Lien Grantor, in order to secure the its Secured ObligationObligations, creates in favor of the Collateral Agent a senior first priority pledge pursuant to section 580 and subsequent sections of the Commercial Code and grant grants to the Collateral Agent for the equal and ratable benefits benefit of the Secured Parties, effective on the first day of any Collateral Period Period, a continuous continuing security interest on in all the Shares following property of the Lien Grantor, including all proceeds proceeds, renewals, accretions and substitutions thereof, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located. Pursuant to section 584 of the commercial code, the Lien Grantor hereby delivers the Shares to the Collateral Agent and the Collateral Agent receives such Shares, receipt whereof is hereby acknowledged. The Collateral Agent shall keep the Shares until the Pledge is cancelled. The Pledge is granted on: (i) all Equity Interests in any Subsidiary held directly by such Lien Grantor and all of its rights and privileges with respect thereto, and all income and profits thereon, all interest, dividends and other payments and distributions with respect thereto; (ii) all the capital contributions made and all and any of the rights that it may now have or acquired in the future as regards the issuer of the Shares, as a result of the capital contributions made; (iii) such Lien Grantor's ownership interest in its Cash Collateral Account and all cash held therein from time to time; and (iviii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii); provided that the following property shall be excluded from the foregoing security interests: (A) any Equity Interests held by a Lien Grantor in any Subsidiary that is a Subsidiary of NNI, (B) any Equity Interest in any Subsidiary that is a U.S. Subsidiary or a Canadian Subsidiary, (C) Equity Interests held by a Lien Grantor in any Subsidiary that is not a Material Subsidiary, (D) any Equity Interests held in any Additional Subsidiary prior to the applicable Additional Collateral Date, (E) any Equity Interest held in any Subsidiary that is party to a Foreign Subsidiary Guarantee which is in full force and effect on (x) the first day of a Collateral Period or (y) solely with respect to any Additional Subsidiary, on the applicable Additional Collateral Date and (F) any Equity Interest held by NNL in NNI. The security interests granted by each Lien Grantor pursuant to this Section 2(a3(a) shall terminate in accordance with Section 1618. (b) The Pledges are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (c) If the Collateral is realized upon and the security interest in the Collateral is not sufficient to satisfy all Secured Obligations, each Lien Grantor acknowledges and agrees that that, subject to the provisions of the PPSA, such Lien Grantor shall continue to be liable for any Secured Obligations remaining outstanding and Collateral Agent shall be entitled to pursue full payment thereof. (d) Each Lien Grantor and the Collateral Agent hereby acknowledge that value has been given, such Lien Grantor has rights in the Collateral or, with respect to any after acquired Collateral, will have rights in such Collateral when so acquiredacquired and this Agreement constitutes a security agreement as that term is defined in the PPSA.