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

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (the “Indebtedness”), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance As collateral security for all of the Obligations (the “Indebtedness”as defined in Section 2 hereof), the Pledgor hereby pledgespledges and assigns to the Lender, assigns, hypothecates, transfers and grants to the Lender a continuing security interest to Agent for its benefit and for the ratable benefit of Lenders in all of in, the following (the “Pledged Collateral”): (a) the The shares of stock issued by the issuers and set forth described on Schedule Exhibit A hereto (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged StockShares”), ; the certificates representing the Pledged Stock Shares; all options and other rights, contractual or otherwise, with respect thereto; and all dividends, cash, instruments and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged StockShares; (b) all All additional shares of stock of any Issuer of the Pledged Stock from time to time acquired by the Pledgor in by virtue of its ownership of the Pledged Shares as a result of any manner, including, without limitation, stock dividends dividend or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or off, split-off (which shares shall be deemed to be part of the Collateral)off, and or other form or recapitalization; the certificates representing such additional shares, ; and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares; and (c) All proceeds of any and all options and rightsof the foregoing; in each case, whether as an addition to, in substitution of now owned or in exchange for any shares of hereafter acquired by the Pledged StockPledgor and howsoever its interest therein may arise or appear.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations principal amount of, and accrued interest on, the AIG Note (collectively, the “"Indebtedness”"), Pledgor Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants grant a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “"Collateral”"): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “"Pledged Stock”"), the certificates representing the Pledged Stock Stock, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;, but excluding cash dividends or other distributions in respect of the Pledged Stock (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by the Pledgor Pledgors in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of each and every obligation of the Obligations Pledgors under Article VIII of the Purchase Agreement (collectively, the “IndebtednessObligations”), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such sharestogether with any additional shares of stock or other equity interests acquired by any Pledgor after the date hereof, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer of the Pledged Stock Company from time to time acquired by the any Pledgor in any mannermanner in respect of or in exchange for any or all of the Pledged Stock, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the any Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (a) obligations under the “Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness”"), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “"Collateral”"): (a) the shares of stock issued by the issuers and set forth on Schedule SCHEDULE A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “"Pledged Stock”"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and timely performance of all of obligations and liabilities to the Obligations Secured Party pursuant to the Transaction Agreements (including, without limitation, UCA’s obligation to timely pay the principal amount of, and interest on, the Note and amounts drawn pursuant to the Credit Agreement) (the “IndebtednessObligations”), ) the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Secured Party in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such sharestogether with any additional shares of stock or other equity interests acquired by the Pledgor, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer of the Pledged Stock UCA from time to time acquired by the any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the any Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (a) obligations under the “Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness”"), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “"Collateral”"): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “"Pledged Stock”"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations Pledgor’s obligations under the Limited Guaranty (the “IndebtednessObligations”), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and Pledgee, for the ratable benefit of Lenders the Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and or other equity interests set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer or other equity interests of the Pledged Stock Issuer from time to time acquired by the Pledgor in any manner, including, without limitation, connection with stock dividends on the Pledged Stock or a distribution with respect to the Pledged Stock in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the any Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and ------------------------------------------ punctual payment and performance of the Obligations (the “Indebtedness”following clauses (a) through (c), Pledgor hereby pledgescollectively, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”):"Obligations") (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and ---------- expressly made a part hereof (all such sharestogether with any additional shares of stock or other equity interests acquired by any Pledgor, the “"Pledged Stock”"), the ------------- certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by the any Pledgor in any ------ manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the any Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (the “Indebtedness”)Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Secured Party in all of Pledgor's right, title and interest in the following (the “"Collateral”"): (a) Thirty percent (30%) of DSR's issued and outstanding shares of common stock on a fully diluted basis (representing fifty percent (50%) of the shares of common stock issued now owned by the issuers Pledgor), which are currently owned or hereafter acquired rights (but not its obligations), and set forth on Schedule A other equity ownership interests (each such issuer, an “Issuer”whether certificated or uncertificated) annexed hereto and expressly made a part hereof in DSR (all such sharescollectively, the “Pledged Stock”)"DSR Interests") and DSR' successors, the certificates representing the Pledged Stock which shall include, without limitation, all rights, proceeds, distributions, interest, options, warrants, increases, profits and all dividends, cash, instruments and other property or proceeds income from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged StockDSR; (b) all additional shares of stock DSR Interests of any Issuer issuer of DSR Interests and the Pledged Stock certificates evidencing such DSR Interests (to the extent certificated) in DSR (the "Issuer") from time to time acquired by the Pledgor in any manner, includingwhich shall include, without limitation, stock dividends or as a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares and certificates shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such sharesDSR Interests; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged StockDSR Interests.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clause (a), collectively, the “Obligations”) (a) the obligations of the Company under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (or of any collateral therefor or of the “Indebtedness”existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, including, without limitation, obligations of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “Collateral”): (a) ): the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer of the Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the (a) Obligations and (b) all other indebtedness, obligations and liabilities of Borrowers to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the “"Indebtedness”"), Pledgor Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants grant a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “"Collateral”"): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “"Pledged Stock”"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by the Pledgor Pledgors in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (herein referred to as the “Indebtedness”), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the “Issuer”) from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged Stock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (a) obligations under the Purchase Agreement and the Security Agreement and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the “Indebtedness”), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Agent for its benefit and for the ratable benefit of Lenders Pledgee in all of the following (the “Collateral”): (a) the shares of stock issued by the issuers and set forth on Schedule A (each such issuer, an “Issuer”) annexed hereto and expressly made a part hereof (all such shares, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) all additional shares of stock of any Issuer issuer of the Pledged Stock (the “Issuer”) from time to time acquired by the Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledged StockStock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

Pledge and Grant of Security Interest. To secure As security for the full and punctual payment and performance in full of the Obligations (the “Indebtedness”)its Obligations, each Pledgor hereby pledgestransfers, assignsgrants, bargains, sells, conveys, hypothecates, transfers pledges, sets over and delivers unto the Trustee and grants a security interest to Agent the Trustee for its benefit and for the ratable benefit of Lenders the Noteholders, a first priority security interest in all of the following (the “Collateral”): (ai) the shares of capital stock issued by listed below the issuers and set forth name of such Pledgor on Schedule A (each I and any shares of stock of any Subsidiary obtained in the future by such issuer, an “Issuer”) annexed hereto Pledgor and expressly made a part hereof (the certificates representing all such shares, 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 certificates representing future by such Pledgor (collectively, the “Pledged Stock Interests”), (iii) all 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 terms hereof, (iv) subject to Section 2.05, all dividendspayments of dividends and distributions, including, without limitation, all cash, instruments and other property (including, without limitation, any security entitlements or proceeds investment 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 Pledged Stock; securities and other property referred to in clauses (bi), (ii) or (iii) above, (v) subject to Section 2.05, all additional shares rights and privileges of stock of any Issuer of such Pledgor with respect to the Pledged Stock from time to time acquired by the Pledgor in any manner, securities (including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or proceeds from time to time receivedother 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, receivable and any security entitlements or otherwise distributed other rights relating thereto, (vii) any securities (as defined in respect the New York Uniform Commercial Code (the “UCC”)) constituted by any of or in exchange for any or all of such shares; and the foregoing, and (cviii) all options and rights, whether proceeds (as an addition to, defined in substitution the UCC) of or in exchange for any shares of the Pledged Stockforegoing (the items referred to in clauses (i) through (vii) 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 Collateral Agent, for 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.