Common use of Accessions and Proceeds Clause in Contracts

Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Equity Interests. Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement shall not constitute a grant of a security interest in any Excluded Property or in any of the following property (collectively with the Excluded Property, the “Excluded Assets”): any other property to the extent that and for so long as such grant of a security interest (A) is prohibited by any applicable law or requirement of law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to applicable law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such applicable law or requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (including without limitation, Section 9-406, 9-407, 9-408 and 9-409 of the UCC); provided, that any proceeds or receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement shall not be deemed excluded from the grant of security interest under this Pledge Agreement. In addition, the agreements in Section 4, the representations and warranties in Section 5 and the covenants in Section 6 with respect to certain assets of the Pledgors hereunder will be deemed to apply to only those assets which are not Excluded Assets.

Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor Borrower may from time to time hereafter deliver additional Equity Interests Capital Stock to the Administrative Agent Bank as collateral security for the Secured Obligations. Upon delivery to the Administrative AgentBank, such additional Equity Interests Capital Stock shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) Exhibit D is amended to refer to such additional Equity InterestsCapital Stock. Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement shall not constitute a extend to, and in no event shall the “Pledged Collateral” include, (i) any general intangible, permit, lease, license, contract or other instrument of Borrower if the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by the Loan Documents, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter Borrower’s rights, titles and interests thereunder (including upon the giving of notice or lapse of time or both); provided, that, (x) any Excluded Property or such limitation described in any of this clause (i) on the following property (collectively with security interests granted under the Excluded Property, the “Excluded Assets”): any other property Loan Documents shall only apply to the extent that any such prohibition would not be rendered ineffective pursuant to the Code or any other applicable law or principles of equity and (y) in the event of the termination or elimination of any such prohibition or the requirement for so long as any consent contained in any applicable law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such grant of item to become Pledged Collateral, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted under the applicable Loan Document and such general intangible, permit, lease, license, contract or other instrument shall no longer constitute “excluded property” and shall be considered Pledged Collateral; and (Aii) is those assets with respect to which the granting of security interests in such assets would be prohibited by any applicable law or requirement of law of a Governmental Authority, regulation (B) requires a consent not obtained of any Governmental Authority pursuant to applicable law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except than to the extent that any such law, regulation or prohibition would be rendered ineffective pursuant to the Code or any other applicable law or requirement principles of equity), or would require governmental consent (after giving effect to the applicable anti-assignment provisions of the Code or other applicable law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (including without limitation, Section 9-406, 9-407, 9-408 and 9-409 principles of the UCCequity); provided, that any proceeds or receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement shall not be deemed excluded from the grant of security interest under this Pledge Agreement. In addition, the agreements in Section 4, the representations and warranties in Section 5 and the covenants in Section 6 with respect to certain assets of the Pledgors hereunder will be deemed to apply to only those assets which are not Excluded Assets.

Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor Guarantor may from time to time hereafter deliver additional Equity Interests Capital Stock to the Administrative Agent Bank as collateral security for the Secured Obligations. Upon delivery to the Administrative AgentBank, such additional Equity Interests Capital Stock shall be deemed to be part of the Pledged Collateral of such Pledgor Guarantor and shall be subject to the terms of this Pledge Agreement Guarantee whether or not Schedule 2(a) Annex II is amended to refer to such additional Equity InterestsCapital Stock. Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement Guarantee shall not constitute extend to, and in no event shall the “Pledged Collateral” include, (i) any general intangible, permit, lease, license, contract or other instrument of a Guarantor if the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by the Loan Documents, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Guarantor’s rights, titles and interests thereunder (including upon the giving of notice or lapse of time or both); provided, that, (x) any Excluded Property or such limitation described in any of this clause (i) on the following property (collectively with security interests granted under the Excluded Property, the “Excluded Assets”): any other property Loan Documents shall only apply to the extent that any such prohibition would not be rendered ineffective pursuant to the Code or any other applicable law or principles of equity and (y) in the event of the termination or elimination of any such prohibition or the requirement for so long as any consent contained in any applicable law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such grant of item to become Pledged Collateral, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted under the applicable Loan Document and such general intangible, permit, lease, license, contract or other instrument shall no longer constitute “excluded property” and shall be considered Pledged Collateral; and (Aii) is those assets with respect to which the granting of security interests in such assets would be prohibited by any applicable law or requirement of law of a Governmental Authority, regulation (B) requires a consent not obtained of any Governmental Authority pursuant to applicable law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except than to the extent that any such law, regulation or prohibition would be rendered ineffective pursuant to the Code or any other applicable law or requirement principles of equity), or would require governmental consent (after giving effect to the applicable anti-assignment provisions of the Code or other applicable law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (including without limitation, Section 9-406, 9-407, 9-408 and 9-409 principles of the UCCequity); provided, that any proceeds or receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement shall not be deemed excluded from the grant of security interest under this Pledge Agreement. In addition, the agreements in Section 4, the representations and warranties in Section 5 and the covenants in Section 6 with respect to certain assets of the Pledgors hereunder will be deemed to apply to only those assets which are not Excluded Assets.

Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Equity Interests. Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement shall not constitute a grant of a security interest in extend to any Excluded Property and the term “Pledged Collateral” (and each component definition thereof) shall, for the avoidance of doubt, be deemed to exclude any Excluded Property; provided, however, that, Excluded Property shall not include any Proceeds, substitutions or in replacements of any Excluded Property (unless such Proceeds, substitutions or replacements would themselves constitute Excluded Property). Each Pledgor may have entered into other Collateral Documents governed under laws other than that of the following property (collectively with State of New York. Nothing herein is intended to replace, amend or modify any security granted under such Collateral Documents or the Excluded Propertyterms of such Collateral Documents and the security granted herein and the terms herein shall in all respects be read to supplement the security grant and the terms presented under such Collateral Documents. Without limiting the immediately preceding paragraph, the “Excluded Assets”): but notwithstanding any other property provision herein, to the extent that there is a conflict between this Pledge Agreement and for so long as such grant of any Collateral Document to which a security interest (A) is prohibited by any applicable law or requirement of law of a Governmental Authority, (B) requires a consent Pledgor not obtained of any Governmental Authority pursuant to applicable law or (C) is prohibited by, or constitutes a breach or default under or results organized in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such applicable law or requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent United States is ineffective under applicable law (including without limitation, Section 9-406, 9-407, 9-408 and 9-409 of the UCC); provided, that any proceeds or receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement shall not be deemed excluded from the grant of security interest under this Pledge Agreement. In addition, the agreements in Section 4a party, the representations and warranties covenants given by any such Pledgor herein, including in Section 5 respect of any of its Pledged Collateral (whether by reference to a specific class, category or otherwise thereof), shall only apply to and the covenants in Section 6 with respect to certain assets of the Pledgors hereunder will be its Collateral that is situated or deemed to apply to only those assets which are not Excluded Assetsbe situated in the United States.