Common use of Security and Pledge Agreement Clause in Contracts

Security and Pledge Agreement. The due and punctual payment of the principal of and interest on the Debentures when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Debentures and performance of all other obligations of the Company to the Holders of Debentures or the Trustee under this Indenture and the Debentures, according to the terms hereunder or thereunder, shall be secured as provided in the Security and Pledge Agreement, a copy of which is attached hereto as Exhibit B, which the Company has entered into simultaneously with the execution of this Indenture (the "Security and Pledge Agreement"). Each Holder of Debentures, by its acceptance thereof, consents and agrees to the terms of the Security and Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Security and Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security and Pledge Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security and Pledge Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security and Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Debentures secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security and Pledge Agreement, in accordance with the terms and conditions thereof, to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Debentures, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens; provided, however, that so long as any of the Old Debentures shall remain outstanding, such Lien created by the Security and Pledge Agreement shall be permitted to be a second priority Lien.

Security and Pledge Agreement. The In order to secure the due and punctual payment of the principal of (premium and Additional Amounts, if any) and interest on the Debentures Securities when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Stated Maturity, by acceleration, repurchasecall for redemption, redemption or otherwise, and interest on the overdue principal of principal, premium and interest (to the extent permitted by law)Additional Amounts and interest, if any, on of the Debentures Securities and performance of all other obligations of the Company to the Holders of Debentures or the Trustee under this Indenture and the DebenturesSecurities, according to the terms hereunder or thereunder, shall be secured as provided the Company will make an assignment of its right, title and interest in and to the Collateral to the Trustee pursuant to the Security and Pledge AgreementAgreement and to the extent therein provided, a copy of which is attached hereto as Exhibit B, which no later than the Company has entered into simultaneously with the execution of this Indenture (the "Security and Pledge Agreement")Closing Date. Each Holder of DebenturesHolder, by its acceptance thereofof a Security, consents and agrees to the terms of the Security and Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its the terms thereof and authorizes hereof. The Company (a) will forever warrant and directs defend the title to the Collateral Agent to enter into against the Security claims of all persons whatsoever (including the holders of Senior Indebtedness), (b) will execute, acknowledge and Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to such further assignments, transfers, assurances or other instruments as the Collateral Agent pursuant to the Security and Pledge AgreementTrustee may reasonably require or request, and shall (c) will do or cause to be done all such acts and things as may be necessary or and proper, or as may be required by the provisions of the Security and Pledge AgreementTrustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security and Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Debentures Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required requested to cause the Security and Pledge Agreement, in accordance with the terms and conditions thereof, Agreement to create and maintain, as security for this Indenture and the Obligations obligations of the Company hereunderCompany, except as expressly otherwise contemplated by the Security and Pledge Agreement, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of DebenturesTrustee, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens than Permitted Liens; provided, however, that so long as any of the Old Debentures shall remain outstanding, such Lien created by the Security and Pledge Agreement shall be permitted to be a second priority Lien.

Security and Pledge Agreement. The In order to secure the due and punctual payment of the principal of (premium, if any) and interest on the Debentures Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Stated Maturity, by acceleration, repurchasecall for redemption, redemption or otherwise, and interest on the overdue principal of principal, premium and interest (to the extent permitted by law)interest, if any, on of the Debentures Notes and performance of all other obligations of the Company to the Holders of Debentures or the Trustee under this Indenture and the DebenturesNotes, according to the terms hereunder or thereunder, shall be secured as provided the Company will make an assignment of its right, title and interest in and to the Collateral to the Trustee pursuant to the Security and Pledge AgreementAgreement and to the extent therein provided, a copy no later than the date of which is attached hereto as Exhibit B, which the Company has entered into simultaneously with first issuance of the execution of this Indenture (the "Security and Pledge Agreement")Notes hereunder. Each Holder of DebenturesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Security and Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its the terms thereof and authorizes hereof. The Company (a) will forever warrant and directs defend the title to the Collateral Agent to enter into against the Security claims of all persons whatsoever, (b) will execute, acknowledge and Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to such further assignments, transfers, assurances or other instruments as the Collateral Agent pursuant to the Security and Pledge AgreementTrustee may reasonably require or request, and shall (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security and Pledge AgreementTrustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security and Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Debentures Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security and Pledge Agreement, in accordance with the terms and conditions thereof, Agreement to create and maintain, as security for the this Indenture Obligations of the Company hereunderCompany, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of DebenturesTrustee, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens than Permitted Liens; provided, however, that so long as any of the Old Debentures shall remain outstanding, such Lien created by the Security and Pledge Agreement shall be permitted to be a second priority Lien.