Common use of Senior Pledge Clause in Contracts

Senior Pledge. A. BY COMPANY. Company hereby pledges to the Collateral Agent and grants to the Collateral Agent for the ratable benefit of the Senior Secured Parties a first priority security interest in the following (the "COMPANY PLEDGED COLLATERAL") to secure the Senior Secured Obligations (as defined in SECTION 2): (a) the Company Pledged Shares and the certificates representing the Company Pledged Shares and any interest of Company in the entries on the books of any financial intermediary pertaining to the Company Pledged Shares, and, subject to SECTION 6, all dividends, cash, options, warrants, rights, 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 Company Pledged Shares; (b) all additional shares of stock of any issuer of the Company Pledged Shares from time to time acquired by Company in any manner (which shares shall be deemed to be part of the Company Pledged Shares), and the certificates representing such additional shares and any interest of Company in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to SECTION 6, all dividends, cash, options, warrants, rights, 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; (c) the Company Pledged Debt and the instruments evidencing the Pledged Debt, and all 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 the Company Pledged Debt; and (d) all proceeds of any of the foregoing.

Senior Pledge. A. BY COMPANY. Company The Pledgor hereby pledges to the Collateral Agent and grants to the Collateral Agent for the ratable benefit of the Senior Secured Parties a first priority security interest in the following (the "COMPANY PLEDGED COLLATERAL") to secure the Senior Secured Obligations (as defined in SECTION 2Section 2A): (ai) the Company Pledged Shares and the certificates representing the Company Pledged Shares and any interest of Company the Pledgor in the entries on the books of any financial intermediary pertaining to the Company Pledged Shares, and, subject to SECTION Section 6, all dividends, cashcash or proceeds, options, warrants, rights, 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 Company Pledged Shares; (bii) all additional shares of stock of any issuer of the Company Pledged Shares from time to time acquired by Company the Pledgor in any manner (which shares shall be deemed to be part of the Company Pledged Shares), and the certificates representing such additional shares and any interest of Company the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to SECTION Section 6, all dividends, cash, options, warrants, rights, 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; (ciii) all shares of any Person directly owned or held by the Pledgor which, after the date of this Agreement, is or becomes, as a result of any occurrence, a Subsidiary (subject to the obtaining or making of any foreign governmental actions, notices or filings as referred to in Section 4(iii)) of the Pledgor (which shares shall be deemed to be part of the Pledged Shares) and the certificates representing such shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and, subject to Section 6, all dividends, cash, options, warrants, rights, 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; provided that the Pledgor shall not be required to pledge more than 65% of the shares of capital stock of any Subsidiary which is a Foreign Entity and, in any event, shall not be required to pledge the shares of stock of any Subsidiary otherwise required to be pledged pursuant to this Section 1A(iii) to the extent that such pledge would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code which investment would trigger an increase in the gross income of a United States shareholder of the Pledgor pursuant to Section 951 (or a successor provision) of the Internal Revenue Code; and (iv) the Company Pledged Debt and the instruments evidencing the Pledged Debt, and all 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 the Company Pledged Debt; and . The foregoing pledge and grant of a security interest confirms the pledge and grant of a first priority security interest in the Pledged Collateral to secure the Senior Secured Obligations made in the Original Company Pledge Agreement (dsuch term being used herein as used in the Existing Company Pledge Agreement) all proceeds of any and heretofore confirmed in each preceding amendment and restatement of the foregoingOriginal Company Pledge Agreement and continues in all respects the pledge and grant therein without in any way causing any interruption in continuity from such original pledge and grant.