of
the Holders of the Notes, a security interest in the Pledge Account and all
cash, Pledged Securities and other Collateral (as hereinafter defined) from time
to time deposited therein or credited thereto and (ii) to execute and deliver
this Agreement in order to secure the payment and performance by the Grantor of
all the Obligations; and
WHEREAS, it is a condition precedent to the purchase of the Notes by the initial
Holders thereof that the Grantor shall have granted the security interests
contemplated by this Agreement; and
WHEREAS, unless otherwise defined herein or in the Indenture, terms used herein
that are defined in Article 8 or 9 of the Uniform Commercial Code as in effect
in the State of New York (the "UCC") are used herein as therein defined:
NOW, THEREFORE, in consideration of the mutual promises herein contained, and in
order to induce the initial Holders to purchase the Notes, the Grantor hereby
agrees with the Trustee, for the benefit of the Trustee and for the ratable
benefit of the Holders of the Notes, and with the Pledged Securities
Intermediary as follows:
SECTION 1.
GRANT OF SECURITY INTEREST.
THE GRANTOR HEREBY GRANTS TO THE
TRUSTEE, FOR ITS BENEFIT AND FOR THE RATABLE BENEFIT OF THE HOLDERS OF THE
NOTES, A SECURITY INTEREST IN AND TO ALL OF THE GRANTOR'S RIGHT, TITLE AND
INTEREST IN, TO AND UNDER THE FOLLOWING, IN EACH CASE WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, WHEREVER LOCATED AND WHETHER NOW OR HEREAFTER EXISTING
(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "COLLATERAL"):
(A)
THE PLEDGE ACCOUNT;
(B)
ALL CASH OR CREDIT BALANCES FROM TIME TO TIME DEPOSITED IN OR
CREDITED TO THE PLEDGE ACCOUNT;
(C)
THE PLEDGED SECURITIES AND ALL OTHER FINANCIAL ASSETS (INCLUDING
CERTIFICATED AND UNCERTIFICATED SECURITIES) AND SECURITY ENTITLEMENTS FROM TIME
TO TIME DEPOSITED IN, CREDITED TO, OR CREATED OR OTHERWISE CARRIED IN THE PLEDGE
ACCOUNT;
(D)
ALL INTEREST, DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY FROM
TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN
EXCHANGE FOR ANY OR ALL OF THE COLLATERAL;
(E)
ALL SECURITIES (WHETHER CERTIFICATED OR UNCERTIFICATED) OR OTHER
FINANCIAL ASSETS, SECURITY ENTITLEMENTS, SECURITIES ACCOUNTS, ACCOUNTS, GENERAL
INTANGIBLES, INSTRUMENTS, DOCUMENTS, CASH OR DEPOSIT ACCOUNTS REPRESENTING OR
EVIDENCING ANY OR ALL OF THE COLLATERAL; AND
2
(F)
TO THE EXTENT NOT COVERED BY CLAUSES (A) THROUGH (E) ABOVE, ALL
PROCEEDS OF ANY AND ALL OF THE FOREGOING COLLATERAL (INCLUDING, WITHOUT
LIMITATION, PROCEEDS THAT CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN CLAUSES
(A) THROUGH (E) ABOVE).
SECTION 2.
SECURED OBLIGATIONS.
THIS AGREEMENT AND THE GRANT OF A SECURITY
INTEREST IN THE COLLATERAL SECURE THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION, UPON
REDEMPTION OR OTHERWISE) OF ALL OBLIGATIONS NOW OR HEREAFTER EXISTING, WHETHER
FOR PRINCIPAL, PREMIUM, INTEREST, FEES, INDEMNITIES OR OTHERWISE, AND ALL
OBLIGATIONS OF THE GRANTOR NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT (ALL
SUCH OBLIGATIONS AND SUCH OTHER OBLIGATIONS BEING, COLLECTIVELY, THE "SECURED
OBLIGATIONS").
WITHOUT LIMITING THE GENERALITY OF THE