PLEDGE AND SECURITY AGREEMENT among Salt Pond Holdings LLC, as Pledgor, UBS AG (London Branch), as Options Office, UBS AG (Stamford Branch), as Collateral Agent, and the other parties named hereinPledge and Security Agreement • May 20th, 2015 • Erbey William C • Mortgage bankers & loan correspondents • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of the date of the Master Agreement referred to herein, among UBS AG (London Branch) (the “Options Office”), pledgor(s) named on the signature page of this agreement (the “Pledgor”), UBS AG (Stamford Branch), as Collateral Agent for the Secured Parties (as defined herein) (the “Collateral Agent”), and, (A) when an Amendment in the form attached as Attachment I shall have been executed, such lender as may execute an Amendment (the “Lender”) or (B) if a registered broker-dealer or financial institution shall have executed this Agreement as a Securities Intermediary, as that term is defined in the UCC, such institution in its capacity as Securities Intermediary (the “Securities Intermediary”). The Options Office and the Pledgor have entered into a Master Agreement for Equity Options dated as of the date hereof (the “Master Agreement”), pursuant to which the Options Office and the Pledgor may enter into Options (as defined in the M
MASTER AGREEMENT FOR EQUITY OPTIONS UBS AGMaster Agreement • May 20th, 2015 • Erbey William C • Mortgage bankers & loan correspondents • New York
In connection with transactions between you (the “Counterparty”) and UBS AG (“UBS”) in over-the-counter derivatives (“Options"), we are pleased to offer you this Master Agreement for Equity Options (this “Master Agreement”), dated as of the date shown above. Unless otherwise stated in the confirmation of a transaction, UBS AG, London Branch (the “Transacting Branch”) will be your counterparty for all Options. UBS Securities LLC (the “Agent”), will act as agent for both the Transacting Branch and for you in arranging and facilitating Option transactions. At the same time you execute this Master Agreement with us, you will enter into a Pledge and Security Agreement with us and others (the “Security Agreement”) and a related Representation Letter Regarding Underlying Shares (the “Representation Letter”). This Master Agreement, all Confirmations hereunder, the Representation Letter, and the Security Agreement shall form a single agreement between us (collectively referred to as this “Agree
