Common use of Pledge of Additional Securities Collateral Clause in Contracts

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 6 contracts

Samples: Security Agreement (Novelis Inc.), Security Agreement (Novelis Inc.), Security Agreement (Novelis Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 4 contracts

Samples: Credit Agreement (Navisite Inc), Security Agreement (AGY Holding Corp.), Security Agreement (Health Management Associates Inc)

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Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson which are to be pledged pursuant to this Agreement, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty fifteen days (after receipt thereof, or such longer period as the Administrative Agent may be determined by the Collateral Agent agree to in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Samples: Security Agreement (American Renal Associates LLC), Security Agreement (American Renal Associates LLC), Security Agreement (American Renal Associates LLC)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and and, in the case of any Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $3,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary (other than an Unrestricted Subsidiary) promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and and, subject to the extent required thereunderIntercreditor Agreement, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Samples: Security Agreement (Carrols Restaurant Group, Inc.), Second Lien Security Agreement (Carrols Restaurant Group, Inc.), Second Lien Security Agreement (Carrols Restaurant Group, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes Collateral of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes Collateral which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesCollateral. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes Collateral listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Samples: Security Agreement (Sportsman's Warehouse Holdings, Inc.), Security Agreement (Sportsman's Warehouse Holdings, Inc.), Security Agreement (Sportsmans Warehouse Holdings Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, except in each case to the extent constituting Excluded Property and except with respect to Pledged Securities with an aggregate value not exceeding $250,000 at any time, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty ten days (after receipt thereof, or such longer period as may be determined by acceptable to the Collateral Agent in its sole discretion) after receipt thereofAdministrative Agent) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are required to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged CollateralCollateral except to the extent constituting Excluded Property.

Appears in 2 contracts

Samples: Security Agreement (Vonage Holdings Corp), Credit Agreement (Vonage Holdings Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and and, subject to Section 3.4(a) hereof, promptly (but in any event within thirty days (after receipt thereof, or such longer period later date as may be determined agreed in writing by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (SoulCycle Inc.), Security Agreement (SoulCycle Inc.)

Pledge of Additional Securities Collateral. Each Subject to Section 11.15 hereof, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent Agent, and promptly (but in any event within thirty ten days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and deliver to the extent required thereunder, Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Brocade Communications Systems Inc), Security Agreement (Brocade Communications Systems Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson or entity, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five business days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (iPCS, INC), Security Agreement (iPCS, INC)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Novelis Inc.), Security Agreement (Novelis Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent or its bailee and promptly (but in any event within thirty forty-five (45) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereofthereof or, prior to the Discharge of the Non-ABL Obligations, such later dates as the First Lien/Junior Lien Intercreditor Representative may specify under a provision that exists in the substantially same form under the applicable Non-ABL Obligations Documents) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Aleris Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any personNotes, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty (30) days (after receipt thereof, or such longer period later date as may be determined agreed in writing by the Collateral Administrative Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Wendy's/Arby's Restaurants, LLC), Security Agreement (Wendy's/Arby's Group, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty (30) days (after receipt thereof or such longer period as may be determined by the Collateral Agent may agree in its sole reasonable discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Xperi Holding Corp), Security Agreement (Tessera Holding Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Shuffle Master Inc), Security Agreement (Shuffle Master Inc)

Pledge of Additional Securities Collateral. Each Subject to the limitations set forth in Section 3.1 and 3.2, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty 90 days (after receipt thereof by such Pledgor or such longer period as may be determined agreed to in writing by the Collateral Administrative Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty forty-five (45) days (or after receipt thereof or, prior to the Discharge of First Lien Obligations, such longer period later date as may be determined by the First-Priority Collateral Agent may specify under a provision that exists in its sole discretion) after receipt thereofthe substantially same form under the First-Priority Obligations Documents) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Aleris Corp)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities Equity or Intercompany Notes Pledged Debt of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities Equity or Intercompany Notes Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities Equity or Intercompany NotesPledged Debt. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities Equity or Intercompany Notes Pledged Debt listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Pledge of Additional Securities Collateral. Each Subject to the limitations set forth in Section 3.1, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty 90 days (after receipt thereof by such Pledgor or such longer period as may be determined agreed to in writing by the Collateral Administrative Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities constituting Collateral or Intercompany Notes of any personPerson, accept the same in trust for the benefit of the Noteholder Collateral Agent and promptly (but promptly, and in any event within thirty days ten Business Days (or such longer period as may be determined agreed to in writing by the Noteholder Collateral Agent in its sole discretion) after receipt thereof) thereafter, deliver to the Noteholder Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof 3.4(a) in respect of the such additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Noteholder Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Noteholder Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (SAExploration Holdings, Inc.), Security Agreement (SAExploration Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty (30) days (after receipt thereof or such longer period as may be determined by the Collateral Agent may agree in its sole reasonable discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Security Agreement (Maxlinear Inc), Security Agreement (Maxlinear Inc)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes (other than Intercompany Notes owing by a Regulated Subsidiary, any Subsidiary of a Regulated Subsidiary and their respective successors and assigns, in each case only to the extent prohibited by law) of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be Pledged to the Collateral Agent for the benefit of the Lenders pursuant to the provisions of Section 5.11 of the Credit Agreement or this Agreement, accept the same in trust for the benefit of the Collateral Agent and promptly (but and in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereoffive Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement or the Credit Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Samples: Credit Agreement (Sola International Inc), Landlord Access Agreement (Sola International Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson constituting Pledged Collateral, accept the same in trust for the benefit of the Collateral Agent and promptly (but and in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereoffive Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a "Pledge Amendment"), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this AgreementAgreement together with the operating agreement, if any, relating thereto and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Colony Rih Acquisitions Inc)

Pledge of Additional Securities Collateral. Each Subject to the limitations set forth in Section 3.1 and 3.2, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty 90 days (after receipt thereof by such Pledgor or such longer period as may be determined agreed to in writing by the Collateral Administrative Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (shall, on or before the first Quarterly Update Date following the receipt thereof by such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) Pledgor, deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement; provided, however, that all certificates representing or evidencing Equity Interests of any Subsidiary shall be delivered to and confirming the attachment held by or on behalf of the Lien hereby created on and in respect of Collateral Agent pursuant hereto within thirty (30) days after receipt thereof by such additional Pledged Securities or Intercompany NotesPledgor. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Ryerson International Material Management Services, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson which are to be pledged pursuant to this Agreement, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty fifteen days (after receipt thereof, or such longer period as may be determined by the Collateral Agent may agree to in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (American Renal Associates LLC)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Term Loan B Agent in its sole discretion) after receipt thereof) and forthwith deliver to the Collateral Agent a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (FDO Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith deliver to the Collateral Agent a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral. After the Discharge of ABL Obligations, each Grantor shall deliver to the Agent a Pledge Amendment, duly executed by such Grantor, and the certificates and other documents required in respect of the Intercompany Notes, and confirming the attachment of the Lien hereby created on and in respect of such Intercompany Notes.

Appears in 1 contract

Samples: Security Agreement (Summer Infant, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson that constitute Collateral, accept the same in trust for the benefit of the Collateral Agent and promptly (but promptly, and in any event within thirty days ten Business Days thereafter (or such longer period later date as may be determined agreed to in writing by the Collateral Agent in its sole discretion) after receipt thereof) ), deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the such additional Pledged Securities or Intercompany Notes which that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent (except to the extent constituting Excluded Property) shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Internap Corp)

Pledge of Additional Securities Collateral. Each Subject to Section 5.11 of the Credit Agreement, unless constituting an Excluded Perfection Action or Excluded Property, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personrequired to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer the time period as may be determined required by Section 5.11 of the Collateral Agent in its sole discretion) after receipt thereof) Credit Agreement deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Merge Healthcare Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Schulman a Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes representing an aggregate principal amount of at least $1,000,000 of any personPerson, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty 30 days (or such longer period as may be determined agreed to by the Collateral Administrative Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, Agreement and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Itron Inc /Wa/)

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Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson with an aggregate value in excess of $1,000,000, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty ten days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. The actions in the preceding sentence shall not be required to the extent that the amount of any such Pledged Securities or Intercompany Notes for which the actions described above have not been taken does not exceed $1,000,000 in the aggregate for all Pledgors. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: First Lien Security Agreement (RiskMetrics Group Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson (other than Excluded Assets) in an aggregate amount in excess of $500,000, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereofthereafter) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and deliver to the extent required thereunder, Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.. PLEDGE AND SECURITY AGREEMENT

Appears in 1 contract

Samples: Pledge and Security Agreement (HC2 Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and and, in the case of any Pledged Securities or Intercompany Notes having a face value in excess of $1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Salem Communications Corp /De/)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Agent, or to a person that has agreed to hold such Collateral on behalf of the Agent for the purpose of perfecting the Agent’s security interests therein, a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 Annex D hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 Sections 4(b) and Section 3.2 (c) hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (New Enterprise Stone & Lime Co., Inc.)

Pledge of Additional Securities Collateral. Each Except as otherwise provided in Section 3.1, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and deliver to the Controlling Agent promptly (but in any event within thirty (30) days (after receipt thereof or such longer period as may be determined by in the Collateral Agent in its sole discretiondiscretion of Controlling Agent) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and promptly deliver to the extent required thereunder, Controlling Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Controlling Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Hercules Offshore, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and ABL Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (FDO Holdings, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and and, in the case of any Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Salem Communications Corp /De/)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes (with an aggregate principal amount exceeding $1,000,000) of any personperson required to be pledged hereunder or under the Credit Agreement, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Polyone Corp)

Pledge of Additional Securities Collateral. Each Subject to Section 14.17 hereof, each Pledgor shall, upon obtaining any Pledged Securities (other than Excluded Assets) or Intercompany Notes of any personPledged Debt, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days ten Business Days after receipt thereof (or such longer period as may be determined agreed to by the Collateral Agent in its sole discretion) after receipt thereofAgent)) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesPledged Debt. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes Pledged Debt listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Assignment and Assumption (Liberty Global PLC)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson with an aggregate value in excess of $1,000,000, accept the same in trust for the benefit of the Collateral Control Agent and promptly (but in any event within thirty ten days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Control Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and deliver to the extent required thereunder, Control Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. The actions in the preceding sentence shall not be required to the extent that the amount of any such Pledged Securities or Intercompany Notes for which the actions described above have not been taken does not exceed $1,000,000 in the aggregate for all Pledgors. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Second Lien Security Agreement (RiskMetrics Group Inc)

Pledge of Additional Securities Collateral. Each Pledgor Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Orders, each Grantor shall, upon obtaining any Pledged Securities Interests or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent Lender and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith deliver to the Collateral Agent Lender a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities Interests or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien created hereby created and by the DIP Orders on and in respect of such additional Pledged Securities Interests or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent Lender to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Securities Interests or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Collateral Agent Lender) shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (B. Riley Financial, Inc.)

Pledge of Additional Securities Collateral. Each Subject to Section 8.1.11 of the Credit Agreement, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes (with an aggregate principal amount exceeding [$1,000,000]) of any person, accept the same in trust for the benefit of the Collateral Administrative Agent and promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof, or such later date as the Administrative Agent may approve) deliver to the Collateral Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Credit Agreement (Om Group Inc)

Pledge of Additional Securities Collateral. Each Pledgor Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor shall, upon obtaining any Pledged Securities Interests or Intercompany Notes of any personPerson required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent Lender and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith deliver to the Collateral Agent Lender a pledge amendment, duly executed by such PledgorGrantor, in substantially the form of Exhibit 2 1 annexed hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section SECTION 3.1 and Section SECTION 3.2 hereof in respect of the additional Pledged Securities Interests or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien created hereby created and by the DIP Order(s) on and in respect of such additional Pledged Securities Interests or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Collateral Agent Lender to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Securities Interests or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Collateral Agent Lender) shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Wet Seal Inc)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty 30 days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Itron Inc /Wa/)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining (i) any Pledged Securities or (ii) Intercompany Notes of any personperson in an amount in excess of $375,000 individually or $2,000,000 in the aggregate for all Pledgors, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) five Business Days after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (NPC Operating Co B, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and deliver to the extent required thereunderCollateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, the certificates and other documents required required, under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (AGY Holding Corp.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty days (shall, on or before the first Quarterly Update Date following the receipt thereof by such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) Pledgor, deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and to the extent required thereunder, the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement; provided, however, that all certificates representing or evidencing Equity Interests of any Subsidiary shall be delivered to and confirming the attachment held by or on behalf of the Lien hereby created on and in respect of Collateral Agent pursuant hereto within thirty days after receipt thereof by such additional Pledged Securities or Intercompany NotesPledgor. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (J.M. Tull Metals Company, Inc.)

Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any personperson (other than Excluded Assets) in an aggregate amount in excess of $500,000, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereofthereafter) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 1 hereto (each, a “Pledge Amendment”), and deliver to the extent required thereunder, Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (HC2 Holdings, Inc.)

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