for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
GRANT OF SECURITY.
THE PLEDGOR HEREBY ASSIGNS AND PLEDGES TO THE
AGENT FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, AND HEREBY GRANTS TO THE
AGENT FOR THE RATABLE BENEFIT OF THE SECURED PARTIES A SECURITY INTEREST IN, THE
PLEDGOR'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING, IN EACH CASE
WHETHER NOW OWNED OR HEREAFTER ACQUIRED BY THE PLEDGOR AND WHETHER NOW OR
HEREAFTER EXISTING OR ARISING (COLLECTIVELY, THE "COLLATERAL"):
(A)
THE SECURITIES ACCOUNTS, THE PLEDGED SECURITY ENTITLEMENTS WITH
RESPECT TO THE PLEDGED FINANCIAL ASSETS FROM TIME TO TIME CREDITED TO ANY
SECURITIES ACCOUNT, AND ALL
2
interest, 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 such Pledged Security Entitlements or such Pledged Financial Assets;
(B)
ALL ACCOUNTS, PAYMENT INTANGIBLES AND OTHER GENERAL INTANGIBLES OF
THE PLEDGOR ARISING IN RESPECT OF THE GROWTH PRIDES PURCHASE CONTRACTS;
(C)
THE FOLLOWING RIGHTS AND CLAIMS UNDER AND WITH RESPECT TO EACH OF
THE PURCHASE CONTRACT AGREEMENT AND THE HOLDERS PLEDGE AGREEMENT (COLLECTIVELY,
THE "ASSIGNED AGREEMENTS") AND THE GROWTH PRIDES PURCHASE CONTRACTS: (I) ALL
RIGHTS OF THE PLEDGOR TO RECEIVE MONEYS DUE AND TO BECOME DUE UNDER OR PURSUANT
TO THE ASSIGNED AGREEMENTS AND THE GROWTH PRIDES PURCHASE CONTRACTS, (II) ALL
RIGHTS OF THE PLEDGOR TO RECEIVE PROCEEDS OF ANY INDEMNITY, WARRANTY OR
GUARANTY, (III) ALL CLAIMS OF THE PLEDGOR FOR DAMAGES ARISING OUT OF OR FOR
BREACH OF OR DEFAULT UNDER THE ASSIGNED AGREEMENTS AND THE GROWTH PRIDES
PURCHASE CONTRACTS, AND (IV) THE RIGHT OF THE PLEDGOR TO COMPEL PERFORMANCE AND
OTHERWISE EXERCISE ALL REMEDIES UNDER THE ASSIGNED AGREEMENTS AND THE GROWTH
PRIDES PURCHASE CONTRACTS, IN THE CASE OF EACH OF SUBCLAUSES (I) THROUGH (IV)
WITH RESPECT TO THE ASSIGNED AGREEMENTS, SOLELY WITH RESPECT TO THE COLLATERAL
DESCRIBED IN THE PRECEDING CLAUSES (A) AND (B);
(D)
ALL PROCEEDS OF ANY AND ALL OF THE COLLATERAL (INCLUDING, WITHOUT
LIMITATION, PROCEEDS THAT CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN CLAUSES
(A) THROUGH (C) OF THIS SECTION 1 AND THIS CLAUSE (D)) AND, TO THE EXTENT NOT
OTHERWISE INCLUDED, ALL (I) PAYMENTS WITH RESPECT TO ANY OF THE FOREGOING
COLLATERAL AND (II) CASH RECEIVED IN RESPECT OF ANY OF THE FOREGOING COLLATERAL;
PROVIDED THAT THE INCLUSION OF SUCH PROCEEDS IN THE COLLATERAL SHALL NOT BE
DEEMED TO BE A CONSENT BY THE SECURED PARTIES TO ANY SALE OR OTHER DISPOSITION
OF ANY COLLATERAL NOT OTHERWISE SPECIFICALLY PERMITTED OR CONTEMPLATED BY THE
TERMS HEREOF OR OF THE OTHER LOAN DOCUMENTS.
Notwithstanding anything to the contrary herein, the security interest granted
under this Section 1 is subject to the terms of the Assigned Agreements and the
Growth PRIDES Purchase Contracts, including, without limitation, Article V of
the Purchase Contract Agreement.
SECTION 2.
SECURITY FOR OBLIGATIONS.
THIS AGREEMENT SECURES THE PAYMENT AND
PERFORMANCE OF ALL OBLIGATIONS