Certain Provisions Concerning Securities Collateral Clause Samples

Certain Provisions Concerning Securities Collateral. SECTION 5.1. Pledge of Additional Securities Collateral 17 SECTION 5.2. Voting Rights; Distributions; etc. 18 SECTION 5.3. Reserved 19

Certain Provisions Concerning Securities Collateral. SECTION 5.1. Pledge of Additional Securities Collateral 17

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 SECTION 5.3. [INTENTIONALLY OMITTED] 22 SECTION 5.4. [INTENTIONALLY OMITTED] 22 SECTION 5.5. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 SECTION 6.2. PROTECTION AND MAINTENANCE OF INTELLECTUAL PROPERTY COLLATERAL 22 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 SECTION 6.4. LITIGATION 24 SECTION 7.1. MAINTENANCE OF RECORDS 24 SECTION 7.2. MODIFICATION OF TERMS, ETC 24 SECTION 7.3. COLLECTION 25 SECTION 7.4. LEGEND 25 SECTION 7.5. SPECIAL REPRESENTATIONS AND WARRANTIES AND COVENANTS 25

Certain Provisions Concerning Securities Collateral. (a) Such Pledgor has delivered to Collateral Agent true, correct and complete copies of the Operative Agreements, which are in full force and effect and have not as of the date hereof been amended or modified except as permitted by the Credit Agreement. Such Pledgor shall deliver to Collateral Agent a copy of any notice of default given or received by it under any Operative Agreement within ten days after such Pledgor gives or receives such notice. (b) Such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Equity Interests pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder, except where such default or noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Operative Agreements and certificates, if any, delivered to Collateral Agent) that evidence any Pledged Equity Interests of such Pledgor. (c) So long as no Event of Default shall have occurred and be continuing (and Borrower or such Pledgor has not received written notice relating to such Event of Default from Collateral Agent): (i) Such Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement, or any other Loan Document evidencing the Secured Obligations; provided that, such Pledgor shall not in any event exercise such rights in any manner that would reasonably be expected to have a material adverse effect on the value of the Security Agreement Collateral or the Lien and security interest intended to be granted to Collateral Agent hereunder; (ii) Such Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided th...

Certain Provisions Concerning Securities Collateral. SECTION 5.1. Pledge of Additional Securities Collateral 25 SECTION 5.2. Voting Rights; Distributions; etc. 26 SECTION 5.3. Defaults, etc. 27 SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests 27 SECTION 6.1. Grant of Intellectual Property License 28 SECTION 6.2. Protection of Collateral Agent’s Security 28 SECTION 6.3. After-Acquired Property 29 SECTION 6.4. Litigation 29 SECTION 7.1. Maintenance of Records 30 SECTION 7.2. Legend 30 SECTION 7.3. Modification of Terms, etc. 30 SECTION 7.4. Collection 31 SECTION 8.1. Transfers of Pledged Collateral 31 SECTION 9.1. Remedies 31 SECTION 9.2. Notice of Sale 33 SECTION 9.3. Waiver of Notice and Claims 33 SECTION 9.4. Certain Sales of Pledged Collateral 34 SECTION 9.5. No Waiver; Cumulative Remedies 35 SECTION 9.6. Certain Additional Actions Regarding Intellectual Property 35 SECTION 9.7. Regarding FCC Licenses 35 SECTION 10.1. Application of Proceeds 36

Certain Provisions Concerning Securities Collateral. SECTION 6.1. Pledge of Additional Securities Collateral 23 SECTION 6.2. Voting Rights; Distributions; etc. 23 SECTION 6.3. Organizational Documents 24 SECTION 6.4. Defaults, Etc. 24 SECTION 6.5. Certain Agreements of Grantors As Issuers and Holders of Equity Interests 25 SECTION 7.1. Grant of License 25 SECTION 7.2. Registrations 25 SECTION 7.3. No Violations or Proceedings 26 SECTION 7.4. Protection of Collateral Agent’s Security 26 SECTION 7.5. After-Acquired Property 26 SECTION 7.6. Litigation 26

Certain Provisions Concerning Securities Collateral. SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL 20 SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC. 20 SECTION 5.3. DEFAULTS, ETC 21 SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS 22 SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE 22 SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY 22 SECTION 6.3. AFTER-ACQUIRED PROPERTY 23 SECTION 6.4. LITIGATION 23 SECTION 7.1. MAINTENANCE OF RECORDS 24 SECTION 7.2. LEGEND 24 SECTION 7.3. MODIFICATION OF TERMS, ETC 25 SECTION 7.4. COLLECTION 25 Page SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL 25 SECTION 9.1. REMEDIES 26 SECTION 9.2. NOTICE OF SALE 27 SECTION 9.3. WAIVER OF NOTICE AND CLAIMS 28 SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL 28 SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES 30 SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY 30 SECTION 10.1. APPLICATION OF PROCEEDS 31 SECTION 11.1. CONCERNING COLLATERAL AGENT 31 SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 32 SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT 33 SECTION 11.4. TERMINATION; RELEASE 33 SECTION 11.5. MODIFICATION IN WRITING 34 SECTION 11.6. NOTICES 34 SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 SECTION 11.8. SEVERABILITY OF PROVISIONS 34 SECTION 11.9. EXECUTION IN COUNTERPARTS 34 SECTION 11.10. BUSINESS DAYS 35 SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION 35 SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT 35 SECTION 11.13. NO RELEASE 35 SECTION 11.14. OBLIGATIONS ABSOLUTE 35 SIGNATURES S-1 EXHIBIT 1 Form of Issuer’s Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such ca...

Certain Provisions Concerning Securities Collateral. SECTION 6.1 Pledge of Additional Securities Collateral............................ 39 SECTION 6.2 Voting Rights; Distributions; etc..................................... 39 SECTION 6.3 No New Securities..................................................... 41 SECTION 6.4

Certain Provisions Concerning Securities Collateral. Such Pledgor has delivered to Collateral Agent true, correct and complete copies of its Organization Documents with respect to its organization or domestication in any State or territory of the United States, which are in full force and effect and have not as of the date hereof been amended or modified except as permitted by the Credit Agreement. Such Pledgor shall deliver to Collateral Agent a copy of any notice of default given or received by it under any Organization Document within ten days after such Pledgor gives or receives such notice.