Common use of Grant of Collateral Clause in Contracts

Grant of Collateral. (a) On or prior to the Closing Date, the Grantor shall have Transferred any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value equal to at least the Required Value and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral. (b) No later than 11:00 a.m. New York time on each Transfer Date, the Grantor shall promptly Transfer any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value as of the applicable Valuation Date at least equal to the Delivery Amount and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral and such Transfer shall have been fully effected by no later than 2:00 p.m. (New York Time), on such Transfer Date. (c) The Grantor agrees that at all times with respect to any Collateral it shall comply with the provisions of this Section 3.2(c). With respect to any Posted Securities that are represented by a certificate or that is an "instrument" (other than any Posted Securities credited to a Collateral Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. In addition to the foregoing, if any Issuer of any Posted Securities is located in a jurisdiction outside of the United States, the Grantor shall take such additional actions, including, without limitation, causing the Issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. All Posted Securities which are not represented by a certificate or which are not "instruments" shall be registered in the name of the Collateral Agent or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Posted Securities for certificates or instruments of smaller or larger denominations. At any time while a Default, Event of Default, SPA Default or SPA Event of Default shall have occurred and is continuing, all income, profits, dividends, distributions and any other amounts received in respect of any Collateral and the proceeds of any Collateral shall be held by the Collateral Agent for the benefit of the Secured Parties pursuant to any applicable Collateral Document or shall be deposited or Transferred to any applicable Collateral Account.

Grant of Collateral. (a) On or prior to the Closing Date, the Grantor shall have Transferred any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value equal to at least the Required Value and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral. (b) No later than 11:00 a.m. New York time on each Transfer Date, the Grantor shall promptly Transfer any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value as of the applicable Valuation Date at least equal to the Delivery Amount and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral and such Transfer shall have been fully effected by no later than 2:00 p.m. (New York Time), on such Transfer Date. (c) The Grantor agrees that at all times with respect to any Collateral it shall comply with the provisions of this Section 3.2(c). With respect to any Posted Securities that are represented by a certificate or that is an "instrument" (other than any Posted Securities credited to a Collateral Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective 9 <PAGE> indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. In addition to the foregoing, if any Issuer of any Posted Securities is located in a jurisdiction outside of the United States, the Grantor shall take such additional actions, including, without limitation, causing the Issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. All Posted Securities which are not represented by a certificate or which are not "instruments" shall be registered in the name of the Collateral Agent or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Posted Securities for certificates or instruments of smaller or larger denominations. At any time while a Default, Event of Default, SPA Default or SPA Event of Default shall have occurred and is continuing, all income, profits, dividends, distributions and any other amounts received in respect of any Collateral and the proceeds of any Collateral shall be held by the Collateral Agent for the benefit of the Secured Parties pursuant to any applicable Collateral Document or shall be deposited or Transferred to any applicable Collateral Account.