of Credit under the Letter of Credit
Agreement that the Debtor execute and deliver to the Security Agent, for the
benefit of the Finance Parties (collectively the "Secured Parties"), this
Agreement and pledge and grant to the Security Agent for the benefit of the
Secured Parties a security interest in the Collateral, as such term is defined
below, held by or on behalf of the Debtor from time to time and other rights and
interests contemplated by this Agreement.
(C)
Pursuant to the terms of a Custody Agreement (the
"Custodian Agreement") dated as of October 1, 2007, the Custodian has
established a Custodial Account (the "Custodial Account"), in the name of the
Debtor and the Debtor hereby grants to the Security Agent for the benefit of the
Secured Parties, a security interest in the Collateral, including the Custodial
Account.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Agent to issue on behalf of the Lenders Letters of Credit for the account of the
Debtor under the Letter of Credit Agreement and in order to induce the Lenders
to participate in each such Letter of Credit, the Debtor hereby agrees with the
Security Agent, as follows (all capitalized terms used herein shall have the
meanings set forth in Schedule 1 (Definitions) or, if not defined therein, in
the Letter of Credit Agreement):
1.
GRANT OF SECURITY
1.1
THE DEBTOR HEREBY PLEDGES TO THE SECURITY AGENT FOR
THE BENEFIT OF THE SECURED PARTIES AND GRANTS TO THE SECURITY AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST IN AND LIEN UPON, ALL OF THE
DEBTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING, IN EACH CASE WHETHER
NOW OR HEREAFTER EXISTING OR IN WHICH THE DEBTOR NOW HAS OR HEREAFTER ACQUIRES
AN INTEREST AND WHEREVER THE SAME MAY BE LOCATED (COLLECTIVELY, THE
"COLLATERAL"):
B-7
1.1.1
THE CUSTODIAL ACCOUNT, INCLUDING ALL CASH HELD
THEREIN OR CREDITED THERETO FROM TIME TO TIME, AND ALL SECURITIES, INSTRUMENTS
AND INVESTMENTS, INCLUDING INVESTMENTS, AND OTHER "INVESTMENT PROPERTY" AND
"FINANCIAL ASSETS," AS EACH SUCH TERM IS DEFINED IN THE UCC, OF ANY KIND HELD
THEREIN OR CREDITED THERETO FROM TIME TO TIME (THE "PLEDGED INVESTMENTS"); AND
1.1.2
ALL PROCEEDS OF,
ACCESSIONS TO, SUBSTITUTIONS
FOR, AND EARNINGS ON, ANY AND ALL OF THE FOREGOING COLLATERAL (INCLUDING,
WITHOUT LIMITATION, PROCEEDS THAT CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN
SUB-CLAUSE 1.1.1) AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PAYMENTS UNDER
INSURANCE (WHETHER OR NOT THE SECURITY AGENT IS THE LOSS PAYEE THEREOF), OR ANY
INDEMNITY, WARRANTY OR GUARANTY, PAYABLE BY REASON OF LOSS OR DAMAGE TO OR
OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING COLLATERAL. FOR PURPOSES HEREOF,
THE TERM "PROCEEDS" INCLUDES WHATEVER IS RECEIVABLE OR RECEIVED WHEN COLLATERAL
OR PROCEEDS ARE SOLD, COLLECTED, EXCHANGED OR OTHERWISE DISPOSED OF, WHETHER
SUCH DISPOSITION IS VOLUNTARY OR INVOLUNTARY, AND INCLUDES, WITHOUT LIMITATION,
ALL RIGHTS TO PAYMENT, INCLUDING RETURNED PREMIUMS, WITH RESPECT TO ANY
INSURANCE RELATING THERETO.
1.2
NOTWITHSTANDING THE FOREGOING, AT ANY