Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the Pledgor hereby pledges and grants to the Trustee for its benefit and for the ratable benefit of the Holders, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) the Pledge Account II, (b) all financial assets credited to the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) (such financial assets, the "Pledged Securities"), (c) any and all security entitlements of the Pledgor with respect to the Pledged Securities, (d) all dividends, interest, cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, and (e) all proceeds of any and all of the Pledged Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) through (d) of this Section 1) and, to the extent not otherwise included, cash.

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the The Pledgor hereby pledges and grants to the Trustee Collateral Agent for its benefit pursuant to this Pledge Agreement and for the ratable benefit of the HoldersTrustee and the Holders of the Notes (the "Secured Parties"), and hereby grants to the Secured Parties, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): ): (a) the Pledge Account IICollateral Account, all "financial assets" (b) all financial assets credited to as defined in Article 8 of the Pledge Account II from time to time, including, without limitation, NYUCC and in the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(fFederal Book Entry Regulations) (such financial assetscollectively, the "Pledged SecuritiesFinancial Assets"), (c) any credited to the Collateral Account from time to time and all "security entitlements entitlements" (as defined in Article 8 of the NYUCC and in the Federal Book Entry Regulations) of the Pledgor with respect to the Pledged SecuritiesFinancial Assets (all such security entitlements collectively the "Pledged Security Entitlements"), (d) including, without limitation, all dividends, if any, interest, cash, instruments or instruments, if any, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, and such Pledged Security Entitlements or such Pledged Financial Assets; (eb) all proceeds of any and all of the Pledged Collateral (including, without limitation, proceeds that constitute property of the types described in clauses clause (a) through (d) of this Section 11.3 and this clause (b)); and (c) and, to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the The Pledgor hereby pledges and grants to the Trustee for its benefit itself and for the ratable benefit of the HoldersHolders of the Notes, and grants to the Trustee for itself and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in and to (i) all of the Pledgor's right, title and interest inin Securities Account No. 5508▇ ▇▇▇ntained at The Bank of Nova Scotia, to and under the following New York Agency (collectively, the "Securities Account") and the "SEVEN SEAS PLEDGE ACCOUNT," Account No. 190575, maintained with the Trustee (the "Pledge Account,") all Pledged CollateralSecurities now or hereafter existing, and any and all security entitlements (as defined in 8-102 of the Uniform Commercial Code of the State of New York (the "): UCC")), (aii) all certificates or other evidence of ownership representing the Pledged Securities, the Pledge Account II, and any and all security entitlements (bas defined in 8-102 of the UCC) related thereto or the Securities Account and (iii) all financial assets credited to products and proceeds of any of the Pledged Securities and the Pledge Account II from time to timeAccount, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) (such financial assets, the "Pledged Securities"), (c) any and all security entitlements of the Pledgor with respect to the Pledged Securities, (d) all dividends, interest, principal payments, cash, instruments or options, warrants, rights, instruments, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoingPledged Securities (items (i), (ii) and (e) iii), collectively, the "Collateral"). The parties acknowledge that the Securities Account constitutes a securities account and that all proceeds of any and all of the Pledged Collateral (includingheld in, without limitation, proceeds that constitute property of the types described carried in clauses (a) through (d) of this Section 1) and, or credited to the extent not otherwise included, cashSecurities Account shall constitute financial assets under the UCC.

Pledge and Grant of Security Interest. (a) As collateral security for ------------------------------------- the prompt and complete payment and performance when due all of the Obligations (as defined belowin Section 3 hereof), the Pledgor hereby pledges shall, on the Pledge Date, pledge and grants to the Trustee for its benefit assign, and for the ratable benefit of the Holders, grant a continuing first priority priority, valid and perfected security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): ) in favor of the Investors and shall deliver such Collateral to the Collateral Agent: (ai) the Pledge Account IICollateral Shares, which the parties specifically acknowledge and agree includes the certificates representing the Collateral Shares, all options and other rights, contractual or otherwise, in respect thereof (b) all financial assets credited to the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(fregistration rights) (such financial assets, the "Pledged Securities"), (c) any and all security entitlements of the Pledgor with respect to the Pledged Securities, (d) all dividends, interest, cash, securities, instruments or and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingCollateral Shares (including, without limitation, pursuant to any spin-off or rights offering) from and after the date of this Agreement; (eii) all cash and cash equivalents, Investment Property, Financial Assets, capital stock or other equity interests, notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other securities arising from or relating to the Collateral Shares or deposited from time to time with the Collateral Agent from and after the date of this Agreement; (iii) all general intangibles arising from or relating to the Collateral Shares; (iv) all investment earnings and proceeds of any and all of the Pledged Collateral foregoing; and (including, without limitation, proceeds that constitute property v) all Securities Entitlements of the types described Pledgor in clauses any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever such interest therein may arise or appear (a) through (d) of this Section 1) andwhether by ownership, to the extent not otherwise includedsecurity interest, cashclaim or otherwise).

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due in full of the Obligations (as defined below)its Obligations, the each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Trustee and grants to the Trustee for its benefit and for the ratable benefit of the HoldersNoteholders, a continuing first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and to any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s (A) partnership interests and related rights described in Schedule II, (B) limited liability company membership interests and related rights described in Schedule III and (C) any other partnership interests, limited liability company membership interests or other equity interests in any Subsidiary obtained in the Pledgor's right, title and interest in, to and under the following future by such Pledgor (collectively, the "“Pledged Collateral"): (a) the Pledge Account IIInterests”), (biii) all financial assets credited other property that may be delivered to and held by the Trustee (or its designee as provided in Section 2.01(b)) pursuant to the Pledge Account II from time terms hereof, (iv) subject to timeSection 2.05, all payments of dividends and distributions, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreementall cash, instruments and any financial assets purchased after the date hereof and credited to the Pledge Account II, other property (including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) (such financial assets, the "Pledged Securities"security entitlements or investment property), (c) any and all security entitlements of the Pledgor with respect to the Pledged Securities, (d) all dividends, interest, cash, instruments or other property from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or all other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (eviii) all proceeds (as defined in the UCC) of any and all of the Pledged Collateral foregoing (including, without limitation, proceeds that constitute property of the types described items referred to in clauses (ai) through (dvii) of this Section 1) and, above being collectively referred to as the “Collateral”). The Trustee acknowledges that the security interest in the Collateral granted herein ranks equally with and shall be pari passu with the security interest in the Collateral granted to the extent not otherwise includedCollateral Agent, cashfor the benefit of the Bank Lenders, pursuant to the Pledge Agreement (as defined in the Bank Credit Agreement) and that the respective rights of the Collateral Agent and the Trustee with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement.

Pledge and Grant of Security Interest. As security The Pledgor hereby ------------------------------------- pledges to the Trustee for ------------------------------------- its benefit and for the prompt and complete payment and performance when due ratable benefit of the Obligations (as defined below)Holders of the Notes, the Pledgor hereby pledges and grants to the Trustee for its benefit and for the ratable benefit of the HoldersHolders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Pledged Collateral"): ), whether characterized as investment property, general ---------- intangibles or otherwise: (a) the Pledge Account IICash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account, (b) all financial assets credited to Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this AgreementCollateral Investments, and any financial assets purchased after the date hereof and credited all security entitlement to the Pledge Account IICollateral Investments, including, without limitation, and any United States Treasury and all related securities acquired pursuant accounts in which any security entitlement to Section 10(f) (such financial assets, the "Pledged Securities")Collateral Investments is carried, (c) any all notes, certificates of deposit, deposit accounts, checks and all security entitlements other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor with respect in substitution for or in addition to any or all the Pledged Securitiesthen existing Collateral, (d) all interest, dividends, interest, cash, instruments or and other property property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthen existing Collateral, and (e) all proceeds of any and all of the Pledged foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) through - (d) of this Section 11.3) and, to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the The Pledgor hereby pledges to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, and hereby grants to the Trustee for its benefit and for the ratable benefit of the HoldersHolders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Pledged Collateral"): ), whether characterized as investment property, general intangibles or otherwise: (a) the Pledge Account II, (b) all financial assets credited to the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number No. in Annex 1 to Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) Agreement (such financial assets, the "Pledged Securities"), (cb) any and all applicable security entitlements of the Pledgor with respect to the Pledged Securities, (c) The Bank of New York account in the name of "[ ] (the "Pledge Account") established and maintained by the Trustee pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security entitlements to the Pledged Securities are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, (f) all interest, dividends, interest, cash, instruments or and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthen existing Collateral, and (eg) all proceeds of any and all of the Pledged foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) through - (df) of this Section 1) and, to the extent not otherwise included, cashall cash in the Pledge Account.

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due of the Obligations (as defined below), the The Pledgor hereby pledges to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, and hereby grants to the Trustee for its benefit and for the ratable benefit of the HoldersHolders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (collectively, hereinafter collectively referred to as the "Pledged Collateral"): ), whether characterized as investment property, general intangibles or otherwise: (a) the Pledge Account II, (b) all financial assets credited to the Pledge Account II from time to time, including, without limitation, the United States Treasury securities identified by CUSIP Number No. in Annex 1 to Exhibit A to this Agreement, and any financial assets purchased after the date hereof and credited to the Pledge Account II, including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) Agreement (such financial assets, the "Pledged Securities"), (cb) any and all applicable security entitlements of the Pledgor with respect to the Pledged Securities, (c) The Bank of New York account in the name of "BNY, Trustee, LDI Collateral Pledge A/C", Administrative Account No. 015175 (the "Pledge Account") established and maintained by the Trustee pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security entitlements to the Pledged Securities are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, (f) all interest, dividends, interest, cash, instruments or and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthen existing Collateral, and (eg) all proceeds of any and all of the Pledged foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) through - (df) of this Section 1) and, to the extent not otherwise included, all cash.

Pledge and Grant of Security Interest. As security for ------------------------------------- the prompt and complete payment and performance when due in full of its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Obligations Collateral Agent and grants (as defined belowand hereby reconfirms such grant under the Original Security Agreement), the Pledgor hereby pledges and grants to the Trustee Collateral Agent for its benefit and for the ratable benefit of the HoldersSecured Parties, a continuing first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and to any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”), (ii) all of such Pledgor’s respective partnership and membership interests and related rights described in Schedule II and any partnership or membership interests or other equity interests in any Subsidiary obtained in the Pledgor's rightfuture by such Pledgor (the “Pledged Interests”), title and interest in, (iii) all other property that may be delivered to and under held by the following (collectively, Collateral Agent pursuant to the "Pledged Collateral"): (a) the Pledge Account IIterms hereof, (biv) subject to Section 2.05, all financial assets credited to the Pledge Account II from time to timepayments of dividends and distributions, including, without limitation, the United States Treasury securities identified by CUSIP Number in Exhibit A to this Agreementall cash, instruments and any financial assets purchased after the date hereof and credited to the Pledge Account II, other property (including, without limitation, any United States Treasury securities acquired pursuant to Section 10(f) (such financial assets, the "Pledged Securities"security entitlements or investment property), (c) any and all security entitlements of the Pledgor with respect to the Pledged Securities, (d) all dividends, interest, cash, instruments or other property from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for any or all upon the conversion of the foregoingsecurities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all rights and (e) all proceeds privileges of any and all of such Pledgor with respect to the Pledged Collateral securities (including, without limitation, proceeds that constitute any securities entitlements) and other property of the types described referred to in clauses (ai), (ii), (iii) through and (div) of this Section 1) andabove, to the extent not otherwise included, cash.(vi)