Pledge. (a) As security for the prompt satisfaction of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities. (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing. (c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect. (d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Aviation Holdings Group Inc/Fl), Stock Pledge Agreement (Aviation Holdings Group Inc/Fl)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in the limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the occurrence Pledgor in respect of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of DefaultLimited Liability Company Interests, whether under any limited liability company agreement or not otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of the Pledged Securities shall have been registered Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, Pledgor in connection therewithrespect of such Limited Liability Company Interests and any such limited liability company, to deliver make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities foregoing or for any Limited Liability Company Asset, to enforce or execute any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iE) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(b) all Security Entitlements owned by the Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(c) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued “Collateral” shall not include any Dividends paid by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agentBorrower, in express trust for Pledgee, and shall deliver the same forthwith each case to the Pledgee in extent the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part payment of such Dividends is permitted under Section 9.04 of the Pledged SecuritiesCredit Agreement.
Appears in 2 contracts
Sources: Hypothecation Agreement (Directv Holdings LLC), Hypothecation Agreement (Directv Group Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 9.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 2 contracts
Sources: Pledge Agreement (Infousa Inc), Pledge Agreement (Infousa Inc)
Pledge. (a) As security for the prompt satisfaction each of the Obligations, Collateral Accounts including any and all assets of whatever type or kind deposited by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultsuch Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets in respect of an equity interest in any Person of any type or nature deposited or required by the right Credit Agreement, IRL Agreement or any other Guaranteed Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization of such Pledgor from time to time in respect of any Subsidiary or other readjustment Joint Venture of Pledgee thereofsuch Pledgor (excluding Securities indicated on Annex A, or upon otherwise determined by the exercise by Pledgee of any right, privilege, or option pertaining to any Administrative Agent in its reasonable discretion under Section 5.10(b) of the Pledged Securities andCredit Agreement, in connection therewith, as not required to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.be pledged);
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com- pany agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time in respect of any of the foregoing; and
(g) to the extent not otherwise included, or otherwise; or (iii) dividends or distributions payable all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in propertythis Section 3.2, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agentvoting Equity Ownership Interest of any Company which is not formed or incorporated under the laws of the United States or any State thereof (each, in express trust for Pledgeea "Foreign Company"), and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgeeexcept that, subject to the terms hereof, as part Credit Agreement each Pledgor ---------------- shall be required to pledge hereunder 100% of the Pledged Securitiesany Non-Voting Stock at any time and from time to time acquired by such Pledgor of any such Foreign Company.
Appears in 2 contracts
Sources: Increasing Rate Note Purchase and Loan Agreement (Wyndham International Inc), Credit Agreement (Wyndham International Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerPledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Parent Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. (a) As security To secure the Applicable Obligations for such Pledgor and for the prompt satisfaction purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Obligationsrelevant Secured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the relevant Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(bi) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the mergercapital thereof and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the exercise by Pledgee at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, privilegepower, or remedy, authority, option pertaining to and privilege of any of the Pledged Securities andsuch Pledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iiv) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiivii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 2 contracts
Sources: Pledge Agreement (Rj Reynolds Tobacco Holdings Inc), Pledge Agreement (Reynolds American Inc)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Obligations, Secured Creditors a first priority security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Securities Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on for the benefit of the Secured Creditors all of such Pledgor's right, title and security interest in and to the such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities.), to be held by the Pledgee upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor's Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(bA) Prior all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the occurrence extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of an Event a security interest in such rights);
(D) all present and future claims, if any, of Defaultsuch Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor shall be entitled relating to all voting any Pledged Limited Liability Company Interest (except any rights with respect as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the Pledged Securities andextent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), for that purposeincluding any power to terminate, Pledgee shall cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and deliver to Pledgor take any and all necessary proxies. Immediately other action on behalf of and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineesuch Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor's Pledged SecuritiesPartnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Pledge. (a) As To secure all Obligations of such Pledgor and for ------ the purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee, and reconfirms its grant to the Pledgee under the Original Pledge Agreement of, a first priority security for the prompt satisfaction interest in all of the Obligations, Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the certificated Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Securities Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to the Pledged Securities.
such Securities (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled and in and to all voting rights with respect certificates or instruments evidencing such Securities), to be held by the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further noticePledgee, upon the occurrence terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of an Event such Pledgor's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of Defaultsuch Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Securities shall have been registered Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nomineesuch Pledgor in respect of such Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged SecuritiesPartnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securitiesforegoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, or otherwise; or (iii) dividends or distributions payable in propertyhowever, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept this Agreement includes the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith pledge of capital stock of each Regulated Insurance Company. [Notwithstanding anything to the Pledgee contrary contained herein (i) SNIG is not pledging any capital stock of SNCHC or its general partnership interest in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed SNAC and (ii) SNCHC is not pledging its general partnership interest in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSNAC.]
Appears in 1 contract
Sources: Pledge Agreement (Superior National Insurance Group Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofCollateral Agent for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Subsidiary Guarantor;
(b) Prior all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Credit Agreement (Todco)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee Secured Creditors a lien on and first priority security interest in all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineesuch Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing;
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all of the Pledged Securitiesforegoing; and
(G) to the extent not otherwise included, all proceeds of any or otherwiseall of the foregoing; or and (iiiii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, transfers and shall deliver the same forthwith assigns to the Pledgee in for the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part benefit of the Secured Creditors such Pledgor’s Pledged Securities.Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership including, without limitation:
Appears in 1 contract
Pledge. (a) As collateral security for the prompt satisfaction payment in full when due (whether at stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations now existing or hereafter arising, Pledgor Iridium LLC hereby agrees pledges, assigns, hypothecates and transfers to pledge, hypothecate, deliver the Collateral Agent for the equal and set over to Pledgee within twenty (20) days ratable benefit of the date hereofSecured Parties, the Pledged Securities and hereby grants to Pledgee the Collateral Agent for the equal and ratable benefit of the Secured Parties a lien Lien on and security interest in in, all of Iridium LLC's right, title and interest in, to and under the Pledged Securities.following, whether now owned by Iridium LLC or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as the "Collateral"):
(ba) Prior to the occurrence all of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered its membership interests in the name of Pledgee Company together with the certificate or its nominee, Pledgee or its nominee shall have certificates (if any) evidencing the right to exercise all voting rights as to same and all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewithtitle and interest in, to deliver any of and under the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Company LLC Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend (i) all rights of Iridium LLC to receive moneys due but unpaid and to become due thereunder or in connection with any increase or reduction of capitalpursuant thereto, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) optionall rights of Iridium LLC to participate in the operation or management of the Company and to take actions or consent to actions in accordance with the provisions thereof, warrant (iii) all rights of Iridium LLC pursuant thereto to property of the Company, (iv) all rights of Iridium LLC to receive proceeds of any insurance, bond, indemnity, warranty or rightguaranty with respect thereto, whether as an addition (v) all claims of Iridium LLC for damages arising out of or for breach of or default thereunder and (vi) all rights of Iridium LLC to terminate, amend, supplement, modify or in substitution or in exchange for waive performance under any of the Pledged Securitiesterms provisions of the Company LLC Agreement, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder;
(b) all shares, interests, securities, moneys or property representing a dividend upon, or otherwise; representing a distribution or return of capital upon or with respect to, such membership interests or resulting from a split-up, revision, reclassification or other like change thereof or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of thereof;
(c) without affecting the obligations of Iridium LLC under any provision prohibiting such action hereunder, in the event of any consolidation or merger of the Company in which the Company is not the surviving entity, all ownership interests of whatever class owned by Iridium LLC of the successor entity formed by or resulting from such consolidation or merger (such membership interests, together with all shares, interests, securities, moneys or property as may from time to time be pledged hereunder pursuant to clause (a) or (iiib) dividends above and this clause (c) being herein, and the proceeds of and to any such property and, to the extent related to any such property or distributions payable such proceeds, all books, correspondence, credit files, records, invoices and other papers, collectively called the "Member Collateral");
(d) all rights of Iridium LLC (including rights delegated to its directors or officers) in respect of the Reserve Capital Call Obligations, including, without limitation, all rights to compel performance of the Reserve Capital Call Obligations, to terminate, amend, supplement, modify or waive performance thereof and otherwise to exercise rights and remedies in respect thereof (but not including any indemnity rights which any of the directors or officers of Iridium LLC may have relating to the Reserve Capital Call Obligations); and
(e) all proceeds, products, offspring, rents, profits, royalties, revenues, issues, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the property of Iridium LLC described in the preceding clauses of this Section and, to the extent related to any such property, including securities issued by an issuer all books, correspondence, credit files, records, invoices and other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiespapers.
Appears in 1 contract
Sources: Pledge and Security Agreement (Iridium Operating LLC)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, or otherwise; or (iiiv) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 9.14 of the same as Pledgee's agentCredit Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000, in express trust for Pledgee, and shall deliver the same forthwith (w) no Pledgor (to the Pledgee in extent that it is the exact form received with, as applicable, Pledgor's endorsement, Borrower or appropriate stock powers duly executed in blanka Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, (with signatures "bank guaranteed"x) which each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the equity interests of such Pledgor hereby unconditionally agrees to make and/or furnish, in The 6300 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partnership and ▇▇▇▇▇▇▇/CCP Joint Venture shall not be required to be held by Pledgeepledged hereunder so long as the requisite consents to allow such pledge have not been obtained and (z) the equity interests of such Pledgor in ▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇ Joint Venture shall not be required to be pledged hereunder (although to the extent such equity interests have not been sold or otherwise disposed of in accordance with the Credit Agreement within 180 days following the Effective Date, subject such equity interests shall automatically be pledged hereunder on such date pursuant to the terms hereof); provided that (i) the Pledgors agree to use their reasonable best efforts to obtain such consents and (ii) if any such consent is obtained, as part the equity interests of the Pledged Securitiesentity for which such consent has been obtained shall be pledged hereunder pursuant to the provisions hereof.
Appears in 1 contract
Pledge. (a) As The Pledgor hereby confirms that pursuant to the Existing LLC Pledge Agreement the Pledgor transferred, pledged and assigned to the Pledgee, and granted to the Pledgee a first priority security for the prompt satisfaction interest in, all of the Obligationsright, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"); and the Pledgor does hereby agrees to pledgerepeat and confirm, hypothecate, deliver on and set over to Pledgee within twenty (20) days as of the date hereof, such transfer, pledge, assignment and grant of a first priority security interest:
(i) all Limited Liability Company Interests and all of the Pledged Securities Pledgor's right, title and grants to Pledgee a lien on and security interest in the Issuer, including, without limitation:
(A) all the capital thereof and the Pledgor's interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under the Limited Liability Company Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledgor's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the Limited Liability Company Agreement or otherwise, or at law or otherwise in respect of Limited Liability Company Interests;
(D) all of the Pledgor's rights under the Limited Liability Company Agreement or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify the Limited Liability Company Agreement, if any, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineethe Pledgor in respect of such Limited Liability Company Interests and the Issuer, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the Pledged Securities and, in connection therewith, foregoing or to deliver file any of the Pledged Securities claims and to take any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iE) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or all other property hereafter delivered in substitution for any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ii) to the extent that the Pledgor shall at any time have any right, title or interest therein, all shares of the Pledged SecuritiesCapital Stock of NEG, or otherwiseInc.; or and
(iii) dividends or distributions payable in propertyall Proceeds of any and all of the foregoing. The foregoing transfer, including securities issued by an issuer other than Pledgee; thenpledge, assignment and grant of a first priority security interest is made to secure the prompt and complete payment and performance when due of all Tranche A Secured Obligations.
(b) The Pledgor shall accept does hereby transfer, pledge and assign to the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith does hereby grant to the Pledgee in a second priority security interest in, all of the exact form received withright, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which title and interest of the Pledgor hereby unconditionally agrees in all Collateral whether now existing or hereafter acquired by the Pledgor. The foregoing transfer, pledge, assignment and grant of a second priority security interest is made to make and/or furnish, to secure the prompt and complete payment and performance when due of the Tranche B Secured Obligations.
(c) The security interest granted in Section 3.1(a) shall be held by Pledgee, subject senior in priority to the terms hereof, as part of the Pledged Securitiessecurity interest granted in Section 3.1(b).
Appears in 1 contract
Sources: LLC Pledge Agreement (Pg&e Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained (A) in this Section 3.1, (x) except as otherwise provided in Section 8.18 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (B) in this Agreement, (x) those items of Collateral listed on Schedule XI to the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith Credit Agreement are not required to be delivered to the Pledgee until 30 days after the date hereof and (y) the Borrower shall have until 90 days after the date hereof to take all actions as may have been requested by the Pledgee with respect to the Pledged Stock of the Foreign Subsidiaries of the Borrower listed on Annex B hereto (and all of the representations and warranties set forth herein are modified accordingly until such items of Collateral have been so delivered or such other actions have been taken), it being understood that the requirement to deliver the Notes set forth in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, such Schedule XI is subject to the terms hereof, as part of the Pledged Securitiesproviso to clause (I) of Section 8.17(i) of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Idt Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, but subject to the terms of the proviso to this Section 3.1, the “Collateral”):
(ba) Prior the Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of DefaultLimited Liability Company, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under the limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the limited liability company agreement or operating agreement, or at law or otherwise in respect of the Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any the Limited Liability Company for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon Pledgor’s rights under the merger, consolidation, reorganization, recapitalization limited liability company agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to the Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify the limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account Pledgor in respect of the Obligations in Limited Liability Company Interests and any such order limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and manner as Pledgee may elect.
(d) At any time following execution of this Agreementauthority to demand, if Pledgor shall become entitled to receive or shall receive, enforce, collect or receipt for any of the foregoing or for the Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the Pledged Securities, any: foregoing; and
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(b) all Security Entitlements owned by the Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiic) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) the Concentration Accounts, together with all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Loan Documents then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Parties in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Pledge Agreement Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not hereafter acquired, existing or arising, including all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Pledged Securities shall have been registered Credit Agreement or any other Loan Document to be deposited in the name of Pledgee or its nomineesuch Collateral Account, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights investments and all conversioncertificates and other Instruments (including depository receipts, exchangeif any) from time to time representing or evidencing the same, subscription and all dividends, interest, distributions, cash and other property from time to time received, receivable or other rights, privileges otherwise distributed in respect of or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon purchase such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence of an Event of Default, Pledgor shall be entitled to any time and all regular cash dividends declared by the Pledgee of its right, title and interest in each limited liability company to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificatehereafter acquired, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any the fullest extent permitted under the terms and provisions of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, documents and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.agreements governing such Limited Liability Company Interests and applicable law:
Appears in 1 contract
Sources: Credit Agreement (Centerplate, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by the Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, Pledgor from time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: 123
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the occurrence Pledgor in respect of an Event Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of Defaultits claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor shall be entitled against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iD) stock certificateall present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all rights, title and interests of the Pledgor under any service or management contract entered into between the Pledgor and any of its subsidiaries (including, without limitation, any certificate representing a stock dividend or in connection with payments made to the Borrower thereunder).
(f) all Proceeds of any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable foregoing. Nothing in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, this Agreement is to be held by Pledgeeconstrued as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, subject to however, this Agreement includes the terms hereof, as part pledge of the Pledged Securitiescapital stock of each Regulated Insurance Company.
Appears in 1 contract
Sources: Credit Agreement (Ceres Group Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "COLLATERAL"):
(ba) Prior each of the Collateral Accounts (to the occurrence extent a security interest therein is not created pursuant to PCA Security Agreement), including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time, excluding those in a limited liability company that is not a Wholly-Owned Subsidiary of the Borrower to the occurrence extent (and only to the extent) such Limited Liability Company Interests may not be pledged hereunder without violating the terms of an Event the operating agreement or other organizational documents of Defaultsuch limited liability company, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time, excluding those in a partnership that is not a Wholly-Owned Subsidiary of the Borrower to the extent (and only to the extent) such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other organizational documents of such partnership, and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED that (x) except to the extent provided by Section 8.14 of the Credit Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder more than 65% of the Pledged SecuritiesVoting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Pca Valdosta Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsBeneficiaries, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Encumbrances permitted to Pledgee within twenty (20) days exist with respect to the Collateral pursuant to the terms of all of the date hereofSenior Finance Documents then in effect) in favor of the Pledgee for the benefit of the Beneficiaries in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired, (the “Collateral”):
(ba) Prior all Limited Liability Company Interests owned by the Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all other payments due or to exchange become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iii) all of the Pledged Securities upon Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the mergerPledgor relating to such Limited Liability Company Interests, consolidationincluding any power to terminate, reorganizationcancel or modify any such limited liability company agreement or operating agreement, recapitalization to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other readjustment instruments or orders, to file any claims and to take any action in connection with any of Pledgee thereof, the foregoing; and
(iv) all other property hereafter delivered in substitution for or upon the exercise by Pledgee of any right, privilege, or option pertaining in addition to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineforegoing, all without liability except certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to account time received, receivable or otherwise distributed in respect of or in exchange for property actually received by Pledgeeany or all thereof; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.and
(cb) Prior to the occurrence all Proceeds of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securitiesforegoing; provided, however, that immediately and without further notice, upon notwithstanding the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receiveforegoing, in connection with no event shall the Pledgor be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured Obligations. For the avoidance of the Pledged Securities, any: doubt,
(i) stock certificateall Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including, including without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-offlimitation the Designated Secured Obligations; and
(ii) optionsuch Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, warrant modified or right, whether as an addition interpreted by the SEC to require (or in substitution is replaced with another rule or in exchange for any of the Pledged Securitiesregulation, or otherwise; any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) dividends only if no member of the Group files or distributions payable is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in propertythis paragraph apply, including securities issued by an issuer other than Pledgee; thenthis Agreement may be amended or modified, Pledgor shall accept without the same as Pledgee's agentconsent of any Senior Finance Party, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the exact form received withpreceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, Pledgor's endorsementbut limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Agreement may be amended or appropriate stock powers duly executed in blankmodified, (with signatures "bank guaranteed") which without the Pledgor hereby unconditionally agrees to make and/or furnishconsent of any Senior Finance Party, to be held by Pledgee, subject the extent necessary to the terms hereof, as part pledge in favor of the Pledged SecuritiesSecurity Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.
Appears in 1 contract
Sources: Pledge Agreement (Wakefield Cable Communications LTD)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior in the case of all Stock of each Subsidiary Guarantor, each a “Pledged Subsidiary”) and is owned by a Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged SecuritiesSubsidiary owned by such Pledgor from time to time and all of its right, any: (i) stock certificatetitle and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.and
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) all Subject Stock owned or held by such Pledgor from time to time;
(b) Prior to the occurrence extent Subject Stock consists of an Event of DefaultLimited Liability Company Interests, all Limited Liability Company Interests owned by such Pledgor shall be entitled from time to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaulttime, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateto the extent Subject Stock consists of Partnership Interests, all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(E) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) the Existing Collateral; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or foregoing. provided that (iiii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee pledge hereunder any Equity Interest (or any Proceeds thereof) held by such Pledgor in the exact form received withSTP Nuclear Operating Company and (ii) so long as no Event of Default has occurred and is continuing, any and all Liens created hereby shall, without any further action by any Person, be released in respect of amounts paid by any Pledgor as applicable, Pledgor's endorsement, or appropriate stock powers duly executed cash Dividends in blank, (compliance with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part Section 9.06 of the Pledged SecuritiesCredit Agreement, immediately upon such payment.
Appears in 1 contract
Pledge. To secure the punctual payment and performance of all and each and every part of the Obligations now or at any time hereafter owed or to be paid or performed by each or any of the Credit Parties, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to Secured Debt Agreements from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors in and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "COLLATERAL"):
(a) As security for the prompt satisfaction each of the ObligationsCollateral Accounts of such Pledgor, Pledgor hereby agrees to pledge, hypothecate, deliver including any and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversionProperty of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, exchangewhether such Property is now owned or existing or is hereafter created or acquired, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or by any of the other Secured Debt Agreements to be deposited in such Collateral Account, and all Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise acquired by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests owned or acquired by such Pledgor from time to time (excluding those in any limited liability company that is not a Subsidiary of the Parent Company or of the Borrower to the occurrence extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of an Event the operating agreement or other Governing Documents of Defaultsuch limited liability company), and all of its right, title and interest in each limited liability company to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any limited liability company agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Assets, to Pledgee enforce or execute any checks or other Instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, any: interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned or acquired by such Pledgor from time to time (excluding those in any partnership that is not a Subsidiary of the Parent Company or of Borrower to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership), and all of its right, title and interest in each partnership to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other Instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED, or otherwise; or HOWEVER, that (iiiA) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for PledgeeVoting Stock of any Foreign Corporation, and (B) each Pledgor shall deliver the same forthwith in any event be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder 100% of the Pledged SecuritiesNon-Voting Stock of any Foreign Corporation at any time or from time to time owned or acquired by such Pledgor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed by any Pledgor, each Pledgor does hereby grant and pledge to the Pledgee, for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
5 (ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Security Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing; (b) all Securities upon the merger, consolidation, reorganization, recapitalization directly owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgeepurchase Securities; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior except to the occurrence extent constituting an Excluded Asset, all Limited Liability Company Interests directly owned by such Pledgor from time to time and all of an Event its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-offforegoing; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.6
Appears in 1 contract
Sources: Credit Agreement (Urban One, Inc.)
Pledge. (ai) As security To secure the Obligations of such Pledgor and for the prompt satisfaction of the Obligationspurposes set forth in Section 1 hereof, each Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities pledges and grants to the Pledgee a lien on and first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following, whether now existing or hereafter acquired (the "Collateral"): (i) such Pledgor's Partnership Interest in each Pledged Partnership Entity and all of such Pledgor's right, title and interest in each Pledged Partners▇▇▇ ▇▇▇ity and (ii) such Pledgor's Limited Liability Company Interest in each Pledged Limited Liability Company and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, in each case whether now or hereafter acquired and including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below), Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be, whether under any partnership agreement, limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement or at law or otherwise in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership Entity or Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interest or Limited Liability Company Interest, as the case may be, including any power to terminate, cancel or modify any partnership agreement, limited liability company agreement or operating agreement, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Partnership Interest or its nomineeLimited Liability Company Interest and any Pledged Partnership Entity or Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right election of remedies) or option or to exchange give or receive any notice, consent, amendment, waiver or all of the Pledged Securities upon the mergerapproval, consolidationtogether with full power and authority to demand, reorganizationreceive, recapitalization or other readjustment of Pledgee thereofenforce, collect, or upon the exercise by Pledgee of any right, privilege, or option pertaining to receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Partnership Asset or Limited Liability Company Asset, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing (iwith all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(F) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds and supporting obligations of any or all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Credit Agreement (Eldertrust)
Pledge. (a) As security To secure the Obligations of the Pledgor and for the prompt satisfaction of the Obligationspurposes set forth in Section 1 hereof, each Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities pledges and grants to the Pledgee a lien on and first priority continuing security interest in the Pledgor's Partnership Interest in each Subsidiary Partnership and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities Pledgor's right, title and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof interest in each Subsidiary Partnership including, without limitation, the right following, and as part of such grant and pledge, hereby transfers and assigns to exchange any or the Pledgee for collateral purposes all of the Pledged Securities upon following, whether now existing or hereafter acquired (the mergerPledgor's Partnership Interest in each Subsidiary Partnership and the following are hereinafter collectively referred to as the "Collateral"):
(i) all the capital thereof and its interest in all profits, consolidationlosses, reorganizationPartnership Assets (as defined below) and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interest;
(ii) all other payments due or to become due to the Pledgor in respect of such Partnership Interest, recapitalization whether under any Partnership Agreement or other readjustment otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of Pledgee thereofits claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any Partnership Agreement or upon at law or otherwise in respect of such Partnership Interest;
(iv) all present and future claims, if any, of the Pledgor against any Subsidiary Partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of the Pledgor's rights under any Partnership Agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Partnership Interest, in connection therewithincluding any power to terminate, cancel or modify any Partnership Agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee the Pledgor in respect of such Partnership Interest and any Subsidiary Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval under such Partnership Agreement, together with full power and authority to demand, receive, enforce, collect, or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Partnership Asset, to Pledgee enforce or execute any checks or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing (iwith all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(vi) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(vii) to the extent not otherwise included, all Proceeds (as hereinafter defined) of any or all of the Pledged Securitiesforegoing.
(b) As used herein, the term "Partnership Assets" shall mean all assets, whether tangible or otherwise; intangible and whether real, personal or mixed (iii) dividends including, without limitation all partnership capital and interests in other partnerships), at any time owned or distributions payable in propertyrepresented by any Partnership Interest. As used herein, including securities issued by an issuer other than Pledgee; then, Pledgor the term "Proceeds" shall accept the same mean all "proceeds" as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.such
Appears in 1 contract
Pledge. (a) As security To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now owned or existing or hereafter from time to time acquired or arising and regardless of where located (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(i) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Collateral (so long as the same as Pledgee's agent, remains “Excluded Collateral” in express trust for Pledgee, and shall deliver accordance with the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesdefinition thereof).
Appears in 1 contract
Sources: Credit Agreement (Walter Investment Management Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Parties in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSubsidiary Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to the occurrence time and all of an Event of Defaultits right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of the Credit -------- Agreement, or otherwise; or no Pledgor (iiito the extent that it is a Domestic Subsidiary of a Borrower) dividends or distributions payable in property, including securities issued by an issuer other shall be required at any time to pledge hereunder more than Pledgee; then, 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Pizza Government Services Division Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds, rents, issues, profits, returns, income, allocations and of and from any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.15 of the Loan Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 66- 2/3% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereoflimitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any equity interests in any Excluded TNI Assets. Notwithstanding anything in this Agreement to the contrary, as part it is the understanding of the Pledged Securitiesparties that the Liens pledged pursuant to this Section 3.1 shall, (x) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the ▇▇▇ Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the ▇▇▇ Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the ▇▇▇ Intercreditor Agreement) on such Collateral pursuant to the terms of the ▇▇▇ Intercreditor Agreement and (y) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the Pulitzer Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the Pulitzer Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the Pulitzer Intercreditor Agreement) on such Collateral pursuant to the terms of the Pulitzer Intercreditor Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Parties in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior all Stock of each Subsidiary Guarantor (each a “Pledged Subsidiary”) owned by a Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch ▇▇▇▇▇▇▇’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged SecuritiesSubsidiary owned by such Pledgor from time to time and all of its right, any: (i) stock certificatetitle and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Revolving Credit Agreement (International Seaways, Inc.)
Pledge. To secure the Secured Obligations now or hereafter owed by such Pledgor (a) As security but subject to the proviso at the end of this Section 3.1), each Pledgor does hereby grant, pledge and collaterally assign to the Pledgee, for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) [Reserved];
(b) Prior all Securities owned or held by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; Table of Contents
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; Table of Contents
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that no Pledgor shall accept be required at any time to pledge hereunder (and the same as Pledgee's agentterm “Collateral” and items (a) – (g) above shall not include, in express trust for Pledgee, and shall deliver the same forthwith solely to the Pledgee extent a Lien thereon has not been granted to the ABL Agent or any other ABL Claimholders (as defined in the exact form received with, Intercreditor Agreement)) any Excluded Equity Interests or Excluded Collateral (so long as same remain “Excluded Equity Interests” or “Excluded Collateral,” as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (accordance with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesdefinitions thereof).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder any Equity Interests of the Pledged Securitiesany Exempted Foreign Entity.
Appears in 1 contract
Pledge. (a) As collateral security for the prompt satisfaction payment in full when due (whether at stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations now existing or hereafter arising, Pledgor Iridium LLC hereby agrees pledges, assigns, hypothecates and transfers to pledge, hypothecate, deliver the Collateral Agent for the equal and set over to Pledgee within twenty (20) days ratable benefit of the date hereofSecured Parties, the Pledged Securities and hereby grants to Pledgee the Collateral Agent for the equal and ratable benefit of the Secured Parties a lien Lien on and security interest in in, all of Iridium LLC's right, title and interest in, to and under the Pledged Securities.following, whether now owned by Iridium LLC or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as the "Collateral"):
(ba) Prior to the occurrence all of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered its membership interests in the name of Pledgee Company together with the certificate or its nominee, Pledgee or its nominee shall have certificates (if any) evidencing the right to exercise all voting rights as to same and all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewithtitle and interest in, to deliver any of and under the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Company LLC Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend (i) all rights of Iridium LLC to receive moneys due but unpaid and to become due thereunder or in connection with any increase or reduction of capitalpursuant thereto, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) optionall rights of Iridium LLC to participate in the operation or management of the Company and to take actions or consent to actions in accordance with the provisions thereof, warrant (iii) all rights of Iridium LLC pursuant thereto to property of the Company, (iv) all rights of Iridium LLC to receive proceeds of any insurance, bond, indemnity, warranty or rightguaranty with respect thereto, whether as an addition (v) all claims of Iridium LLC for damages arising out of or for breach of or default thereunder and (vi) all rights of Iridium LLC to terminate, amend, supplement, modify or in substitution or in exchange for waive performance under any of the Pledged Securitiesterms provisions of the Company LLC Agreement, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder;
(b) all shares, interests, securities, moneys or property representing a dividend upon, or otherwise; representing a distribution or return of capital upon or with respect to, such membership interests or resulting from a split-up, revision, reclassification or other like change thereof or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of thereof;
(c) without affecting the obligations of Iridium LLC under any provision prohibiting such action hereunder, in the event of any consolidation or merger of the Company in which the Company is not the surviving entity, all ownership interests of whatever class owned by Iridium LLC of the successor entity formed by or resulting from such consolidation or merger (such membership interests, together with all shares, interests, securities, moneys or property as may from time to time be pledged hereunder pursuant to clause (a) or (iiib) dividends above and this clause (c) being herein, and the proceeds of and to any such property and, to the extent related to any such property or distributions payable such proceeds, all books, correspondence, credit files, records, invoices and other papers, collectively called the "Member Collateral");
(d) all rights of Iridium LLC (including rights delegated to its directors or officers) in respect of the Reserve Capital Call Obligations, including, without limitation, all rights to compel performance of the Reserve Capital Call Obligations, to terminate, amend, supplement, modify or waive performance thereof and otherwise to exercise rights and remedies in respect thereof (but not including any indemnity rights which any of the directors or officers of Iridium LLC may have relating to the Reserve Capital Call Obligations);
(e) all rights of Iridium LLC in any insurance policies required to be maintained under Section 8.01 of the Credit Agreement, to the extent that Iridium LLC is a named insured thereunder; and
(f) all proceeds, products, offspring, rents, profits, royalties, revenues, issues, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the property of Iridium LLC described in the preceding clauses of this Section and, to the extent related to any such property, including securities issued by an issuer all books, correspondence, credit files, records, invoices and other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiespapers.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Iridium Facilities Corp)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Earnings Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations of such Pledgor and for the prompt satisfaction of the Obligationspurposes set forth in Section 1 hereof, each Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities pledges and grants to the Pledgee a lien on and first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following, whether now existing or hereafter acquired (the "Collateral"): (i) such Pledgor's Partnership Interest in each Pledged Partnership Entity and all of such Pledgor's right, title and interest in each Pledged Partnership Entity and (ii) such Pledgor's Limited Liability Company Interest in each Pledged Limited Liability Company and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, in each case whether now or hereafter acquired and including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below), Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be, whether under any partnership agreement, limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement or at law or otherwise in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership Entity or Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partner- ship agreement, limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interest or Limited Liability Company Interest, as the case may be, including any power to terminate, cancel or modify any partnership agreement, limited liability company agreement or operating agreement, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Partnership Interest or its nomineeLimited Liability Company Interest and any Pledged Partnership Entity or Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right election of remedies) or option or to exchange give or receive any notice, consent, amendment, waiver or all of the Pledged Securities upon the mergerapproval, consolidationtogether with full power and authority to demand, reorganizationreceive, recapitalization or other readjustment of Pledgee thereofenforce, collect, or upon the exercise by Pledgee of any right, privilege, or option pertaining to receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Partnership Asset or Limited Liability Company Asset, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, (i) stock certificatethe term "Partnership Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interests in other partnerships), at any certificate representing a stock dividend time owned or in connection with represented by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-offPartnership Interest; and (ii) option, warrant or rightthe term "Limited Liability Company Assets" shall mean all assets, whether as an addition to tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in substitution other limited liability companies), at any time owned or in exchange for represented by any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company Interest.
Appears in 1 contract
Sources: Credit Agreement (Eldertrust)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the mergerof such Pledgor from time to time, consolidationincluding, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determinewithout limitation, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Distributor Notes;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time;
(g) all of such Pledgor's right, title and interest in, to and under the Distributor Notes and the Distributor's Agreements, together with all accessions thereto, all rights to payments thereunder, and all substitutions and replacements therefor; and
(h) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (i) no Pledgor (to the extent that it is a Borrower or otherwise; or (iiia Domestic Subsidiary of a Borrower) dividends or distributions payable in property, including securities issued by an issuer other shall be required at any time to pledge hereunder more than Pledgee; then, 65% of the Voting Stock of any Foreign Corporation although each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (ii) no Pledgor shall deliver the same forthwith be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be pledge hereunder any Stock held by Pledgeesuch Pledgor of Quality Bakers of America, subject Inc. so long as (x) such Pledgor is prohibited from pledging such Stock pursuant to the terms hereof, as part of the Pledged Securities.organizational documents of Quality Bakers of America, Inc. or any shareholders' agreement applicable to such Stock and (y) the Borrower and its Subsidiaries taken as a whole do not constitute the controlling shareholders of Quality Bakers of America, Inc.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) the Concentration Accounts, together with all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor's claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(E) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
(x) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the Pledgors shall not be required to pledge Equity Interests of any Excluded Entities (and such Equity Interests shall not constitute "Collateral") unless the aggregate fair market value (as determined in good faith by the Borrower) of any and all such Equity Interests not pledged pursuant to this clause (y) exceeds $10,000,000, in which case the Pledgors shall cause an amount of such Equity Interests otherwise excluded from the pledge pursuant to this Agreement by operation of this clause (y) to be pledged hereunder so that the aforementioned threshold is not exceeded (with all Equity Interests not required to be pledged hereunder at any time pursuant to the provisions of this clause (y) being herein called the "Excluded Equity Interests") and (z) the Borrower and its Subsidiaries shall not be required to pledge any of the Equity Interests of Chouteau so long as Chouteau is not treated as a Subsidiary pursuant to the proviso contained in the first sentence of the definition of Subsidiary contained in the Credit Agreement. If any property is not pledged hereunder, in accordance with the provisions of the immediately preceding sentence, but is at any time after the date of this Agreement required to be pledged hereunder (whether because of a Change of Law, the aggregate value of Equity Interests of Excluded Entities exceeding the threshold amount described above, Chouteau ceasing to meet the requirements described above or otherwise; or (iii) dividends or distributions payable in property), including securities issued by an issuer other than Pledgee; then, Pledgor then the security interests created under this agreement shall accept the same as Pledgee's agent, in express trust for Pledgeeautomatically and immediately attach and apply to, and cover, all such property which is required to be pledged hereunder, without the necessity of the taking of any further action by any Pledgor, although the Pledgors shall deliver not be excused from following the same forthwith procedures, and taking the actions, otherwise required with respect to such property or assets pursuant to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part other provisions of the Pledged Securitiesthis Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock of each of the Borrowers or any Subsidiary Guarantor owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests of each of the Borrowers or any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com-pany agreement or otherwise, whether as contractual obligations, damages, insur-ance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, secur-ity interests, liens and remedies, if any, under any limited liability company agree-ment or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services ren-dered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests in each of the Borrowers or any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (abut subject to clause (x) As security of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andU.S. Security Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called "Excess Exempted Foreign Entity Equity Interests"), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, such Excess Exempted Foreign Entity Equity Interests shall secure Obligations of the respective Pledgor shall accept only as a guarantor of the same as Pledgee's agent, in express trust for PledgeeObligations of the Canadian Borrower, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.not secure any direct
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(G) all Financial Assets and Investment Property of such Pledgor from time to time;
(H) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiiI) dividends or distributions payable in property, including securities issued by an issuer other than Pledgeeall Proceeds of any and all of the foregoing; then, provided that (x) no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeebe required at any time to pledge hereunder, and the pledge granted hereunder shall deliver not be deemed to extend to, more than 65% of the same forthwith total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to the Pledgee in the exact form received withpledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Stock shall not be held by Pledgee, subject to the terms hereoflimitations described in clause (x). Notwithstanding anything to the contrary contained herein, as part (I) the Collateral shall at no time include any items which would at such time constitute Excluded Collateral, and (II) the relative rights and remedies of the Pledged SecuritiesPledgee shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.
Appears in 1 contract
Sources: Pledge Agreement (EnerSys)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iii) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of Partnership Interests, whether under any partnership agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and (F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or and
(iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As The Pledgor does hereby grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt satisfaction payment and performance when due of all Obligations (and hereby confirms, reaffirms and restates the prior grant of the ObligationsOriginal Administrative Agent, Pledgor hereby agrees for itself and Original Lenders pursuant to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days the Original Credit Agreement in favor of the date hereofAdministrative Agent and the Secured Creditors), the Pledged Securities and grants to Pledgee a lien on and continuing security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged right, title and interest of the Pledgor in, to and under all of the following property (and all rights therein) of the Pledgor, or in which or to which the Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Securities and all other corporate rights options and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof warrants from time to time to purchase Securities (including, without limitation, those set forth on Annex C hereto);
(b) all Limited Liability Company Interests (including, without limitation, those set forth on Annex D hereto) and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company in respect of such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization Pledgor’s rights under any limited liability company agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to Pledgee make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and mayauthority to demand, at Pledgee's optionreceive, be applied on account enforce, collect or receipt for any of the Obligations in such order foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests (including, without limitation, those set forth on Annex E hereto) and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership in respect of such Partnership Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the Pledged Securitiesdocuments and agreements governing such Trust Beneficial Interests under applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(B) all other payments due or to become due to the Pledgor in respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise; ;
(E) all of the Pledgor’s rights under any trust agreement or (iii) dividends operating agreement or distributions payable in propertyat law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including securities issued by an issuer any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other than Pledgeeaction on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; thenand
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, Pledgor shall accept all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the same as Pledgee's agentforegoing; all of the foregoing, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee extent now existing or hereinafter from time to time acquired, collectively the “Collateral”. Notwithstanding the foregoing, the Collateral shall in no event include more than 65% of the exact form received withtotal outstanding Voting Capital Stock, Limited Liability Company Interests or the Partnership Interests, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Material Foreign Subsidiary.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, but subject to the terms of the proviso to this Section 3.1, the “Collateral”):
(ba) Prior all Limited Liability Company Interests and all Limited Partnership Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each Limited Liability Company and each Limited Partnership to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests, such Limited Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets, Limited Partnership Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and such Limited Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests and Limited Partnership Interests, whether under any limited liability company agreement, limited partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, limited partnership agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests and such Limited Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such Limited Liability Company and any such Limited Partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement, limited partnership agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests and Limited Partnership Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities andlimited liability company agreement, in connection therewithlimited partnership agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests, such Limited Partnership Interests and any such limited liability company and limited partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset or any Limited Partnership Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ib) stock certificateall Corporate Stock owned by such Pledgor from time to time, all options and warrants owned by such Pledgor from time to time to purchase such Corporate Stock, and all of its right, title and interest in each Corporation to which each such shares relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Corporate Stock and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Corporate Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Corporate Stock;
(B) all other payments due or to become due to such Pledgor in respect of Corporate Stock, whether under the bylaws, any Organizational Document or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the bylaws, any Organizational Document, or at law or otherwise in respect of such Corporate Stock;
(D) all present and future claims, if any, of such Pledgor against any such Corporation for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under the bylaws, any Organizational Document or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Corporate Stock, including any power to terminate, cancel or modify the bylaws, any Organizational Document or any other Organizational Document, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Corporate Stock and any such Corporation, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Corporation Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(c) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and
(iiid) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As collateral security for the prompt satisfaction due and punctual payment and performance of all of the Obligations and Lease Obligations, Pledgor the Company does hereby agrees to pledge, hypothecate, deliver assign, transfer and set over convey to Pledgee within twenty (20) days the Agent, for the benefit of the date hereofLenders and the Lessor, the Pledged Securities and grants to Pledgee the Agent, for the benefit of the Lenders and the Lessor, a lien on and security interest in and to, the following described property (the "Collateral"):
(a) all right, title and interest of the Company in and to the Pledged Mortgage Loans and Related Mortgage-backed Securities and all promissory notes, participation agreements, participation certificates, or other instruments or agreements which evidence the Pledged Mortgage Loans and Related Mortgage-backed Securities.;
(b) Prior to all right, title and interest of the occurrence of an Event of Default, Pledgor shall be entitled Company in and to all voting rights with respect to Mortgage Notes, Mortgages and other notes, real estate mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Pledged Securities andCompany which evidence or secure (or constitute collateral for any note, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether instrument or not the Pledged Securities shall have been registered in the name of Pledgee agreement evidencing or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to securing) any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Mortgage Loans;
(c) Prior to the occurrence of an Event of Defaultall right, Pledgor shall be entitled to any title and all regular cash dividends declared by the Pledgee to be paid on account interest of the Company in and to all financing statements perfecting any security interest securing any Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether Mortgage Loan or not the property securing any Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.Mortgage Loan;
(d) At all right, title and interest of the Company in and to all guaranties, mortgage insurance policies and other instruments by which the persons or entities executing the same guarantee or insure, among other things, the payment or performance of the Pledged Mortgage Loans;
(e) all right, title and interest of the Company in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to any Pledged Mortgage Loan or property securing any Pledged Mortgage Loan;
(f) all right, title and interest of the Company in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Company in connection with, or arising out of, the Pledged Mortgage Loans;
(g) all right, title and interest of the Company in and to all Take- Out Commitments and other agreements to purchase any Pledged Mortgage Loans or Related Mortgage-backed Securities;
(h) all right, title and interest of the Company in and to all collections on, and proceeds of or from, any and all of the foregoing (hereinafter collectively called "Collections");
(i) all right, title and interest of the Company in and to any other asset of the Company which has been or hereafter at any time following execution is delivered to the Agent or any Lender for the purpose of this Agreementbeing pledged hereunder;
(j) all files, if Pledgor shall become entitled surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Company relating to receive the Pledged Mortgage Loans and Related Mortgage-backed Securities (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Mortgage Loans and Related Mortgage-backed Securities);
(k) all balances, credits and deposits of the Company contained in the Collateral Account and in the Wet Funding Clearing Account; and
(l) any and all balances, credits, deposits, accounts or shall receivemoneys of, or in connection with the name of, the Company representing or evidencing the foregoing or any proceeds thereof, and any and all proceeds of any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Borrower, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in the occurrence of an Event of Defaultlimited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all voting rights with of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect to the Pledged Securities andof such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for that purposeservices rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, Pledgee shall power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and deliver to Pledgor take any and all necessary proxies. Immediately other action on behalf of and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineeany of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Asset, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(b) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(c) all Proceeds of and all products (including interest, or otherwise; or (iiidividends, distributions and other earnings) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and as sign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (and with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof,
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof,
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided -------- however, that (x) in the case of any limited liability company ------- agreement, operating agreement or otherwise; partnership agreement with respect to any Person that is not a Subsidiary of any Pledgor that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Pledgor thereunder or therein (iiiexcept to receive payments for money due under such agreements) dividends or distributions payable in propertywill be granted pursuant to this Section 3 (and such limited liability company agreements, including securities issued by an issuer other than Pledgee; then, Pledgor operating agreements and partnership agreements shall accept not be deemed to constitute a part of the same as Pledgee's agent, in express trust Collateral) for Pledgeeso long as, and shall deliver the same forthwith to the Pledgee extent that, the granting of a security interest in the exact form received withright, as applicable, Pledgor's endorsement, title and interest of such Pledgor thereunder or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject therein pursuant to the terms hereofhereof would result in a breach, default or termination of such limited liability company agreements, operating agreements or partnership agreements. Notwithstanding anything to the contrary contained in this Section 3. 1, (x) except as part otherwise provided in Section 8.16 of the Pledged SecuritiesCredit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee a security interest in all of the Obligations, Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Securities Pledgee certificates or instruments therefor, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to the Pledged Securities.
such Securities (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled and in and to all voting rights with respect certificates or instruments evidencing such Securities), to be held by the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further noticePledgee, upon the occurrence terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of an Event such Pledgor's Limited Liability Company Interests and all of Defaultsuch Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or not hereafter acquired, including, without limitation:
(A) all the Pledged Securities capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall have been registered at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; 8 (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nomineesuch Pledgor in respect of such Limited Liability Company Interest and any such limited liability company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Asset, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged SecuritiesPartnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral;
(B) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Collateral;
(iD) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, 9 cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend time owned or in connection with represented by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company Interest.
Appears in 1 contract
Sources: Pledge and Security Agreement (Starwood Hotel & Resorts Worldwide Inc)
Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and assign (aand hereby reconfirms its grant, pledge and assignment under the Original Pledge Agreement) As security to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver create (and set over to Pledgee within twenty (20reconfirms its previous creation of) days a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 66% of the Voting Stock of any Foreign Corporation except as otherwise provided in Section 7.12(b) of the Credit Agreement, and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation. The parties hereto hereby confirm that the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith security interests created pursuant to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees Original Pledge Agreement shall continue uninterrupted pursuant to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesthis Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, or otherwiseno Pledgor shall be required at any time to pledge hereunder (x) to the extent such assets are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the exclusion to this clause (x) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (y) to the extent such assets are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (iiiz) dividends or distributions payable in property, including securities issued by an issuer other more than Pledgee65% of the Voting Equity Interest of any Foreign Corporation; then, provided that each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds, rents, issues, profits, returns, income, allocations and of and from any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.14 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 66- 2/3% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitieslimitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any Excluded TNI Assets.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee such Pledgor from time to time;
(c) all Limited Liability Company Interests of any such Pledgor from time to time and all of its right, privilegetitle and interest in each limited liability company to which each such interest relates, whether now existing or option pertaining hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to the extent such Pledgor shall at any time be entitled to any of the Pledged Securities andforegoing in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in connection therewithrespect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to the extent such Pledgor shall at any certificate representing a stock dividend time be entitled to any of the foregoing in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, all Proceeds of any and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part all of the Pledged Securitiesforegoing. It being agreed and understood that nothing in this Agreement shall constitute (or shall be deemed to constitute) a grant, pledge or assignment of the Unrestricted Subsidiaries interest in Northeast Competitive Access Providers, LLC.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) Prior all Limited Liability Company Interests owned by such Pledgor from time to the occurrence time and all of an Event of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such Limited Liability Company Interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergerits claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds of any and all of the Pledged Securitiesforegoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agenttotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, in express trust for Pledgee, and which Non-Voting Equity Interests shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to not be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitieslimitations described in preceding clause (x).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surplus, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, or otherwise; or (iiix) dividends or distributions payable except as otherwise provided in propertysubsection 6.11 of the Credit Agreement, including securities issued by an issuer other than Pledgee; then, no Pledgor (to the extent that it is a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed"not include) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part more than 65% of the Pledged SecuritiesVoting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of its Subsidiaries, each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ie) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(h) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder (and the same as Pledgee's agent, in express trust for Pledgee, and term “Collateral” shall deliver not include) the same forthwith to Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with signatures "bank guaranteed") which the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor hereby unconditionally agrees shall be required to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder 100% of the Pledged SecuritiesNon-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor.
Appears in 1 contract
Pledge. (a) As security for the prompt satisfaction of the Obligations, Pledgor hereby pledges, hypothecates, agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion combination of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Sources: Collateral Pledge Agreement (Aviation Holdings Group Inc/Fl)
Pledge. (a) As The Pledgor does hereby grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt satisfaction payment and performance when due of the all Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and continuing security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities right, title and interest of the Pledgor in, to and under all of the following property (and all other corporate rights and all conversiontherein) of the Pledgor, exchange, subscription or other in which or to which the Pledgor has any rights, privileges in each case whether now existing or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof hereafter from time to time acquired:
(i) The Chassis Trust Interest, including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Chassis Trust Interest and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Chassis Trust Interest;
(B) all other payments due or to become due to the Pledgor in respect of the Chassis Trust Interest, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Chassis Trust Interest;
(D) all present and future claims, if any, of the Pledgor against any such trust for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization Pledgor's rights under any trust agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Chassis Trust Interest, in connection therewithincluding any power to terminate, cancel or modify any trust agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee the Pledgor in respect of such Chassis Trust Interest and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Trust Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing; and
(iF) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(b) all Proceeds of any and all of the Pledged Securitiesforegoing; all of the foregoing, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in extent now existing or hereinafter from time to time acquired, collectively the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteedCollateral") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee Secured Creditors a lien on and first priority security interest in all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineesuch Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (ii) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged SecuritiesPartnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all each of the Pledged Securities and all other corporate rights and all conversionCollateral Accounts, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to including any and all regular cash dividends declared assets of whatever type or kind deposited by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Defaultsuch Pledgor in such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificatearising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any certificate type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing a stock dividend or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in connection with any increase or reduction respect of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of the Pledged foregoing;
(b) all Securities owned by such Pledgor from time to time and all options or warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(i) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise; , whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) dividends all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsementoperating agreement, or appropriate stock powers duly executed at law or otherwise in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part respect of the Pledged Securities.such Limited Liability Company Interests;
Appears in 1 contract
Sources: Pledge Agreement (Infousa Inc)
Pledge. (a) As security To secure all Obligations of such Pledgor and for the prompt satisfaction purposes set forth in Section I hereof, each Pledgor hereby: (i) grants to the Pledgee a first priority security interest in all of the Obligations, Collateral owned by such Pledgor- (ii) pledges and deposits as security with the Pledgee the certificate Securities owned by such Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of on the date hereof, and delivers to the Pledged Securities Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and grants sets over to the Pledgee a lien on all of such Pledgor's right, title and security interest in and to the Pledged Securities.
such Securities (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled and in and to all voting rights with respect certificates or instruments evidencing such Securities), to be held by the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further noticePledgee, upon the occurrence terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of an Event such Pledgor's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of Defaultsuch Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Securities shall have been registered Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgee or its nomineesuch Pledgor in respect of such Limited Liability Company Interest and any Pledged Limited Liability Company, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver of approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing or for any Limited Liability Company Assets, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged SecuritiesPartnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any: , under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (iexcept any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(D) stock certificateall present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof, and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(a) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any certificate representing a stock dividend or in connection with time owned by any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesLimited Liability Company.
Appears in 1 contract
Sources: Pledge and Security Agreement (HMH HPT Courtyard Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security but subject to the proviso at the end of this Section 3.1), each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Parties in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the mergercertificates, consolidationinstruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, reorganizationtitle and interest in each limited liability company to which each such Limited Liability Company Interest relates, recapitalization whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset of such limited liability company, to enforce or execute any checks, or other readjustment instruments or orders, to file any claims and to take any action in connection with any of Pledgee thereof, the foregoing; and
(F) all other property hereafter delivered in substitution for or upon the exercise by Pledgee of any right, privilege, or option pertaining in addition to any of the Pledged Securities andforegoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in connection therewithrespect of or in exchange for any or all of the foregoing;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to deliver the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities foregoing or for any Partnership Asset, to enforce or execute any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any action in connection with any of the aforesaid rights or privileges, or may delay in so doing.foregoing; and
(cF) Prior all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (i)(x) except to the occurrence extent that such pledge is to secure a Pledgor’s guaranty of an Event a Canadian Loan Party’s Obligations, no Voting Equity Interests of Defaultany Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be entitled required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and all regular cash dividends declared from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Pledgee Company or any of its Subsidiaries pursuant to be paid on account Section 7.02(j) of the Pledged SecuritiesCredit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and without further noticeto the extent severable, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right attach immediately to any and all regular cash dividends paid on account portion of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations such property or other rights that does not result in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securitiesconsequences specified in clause (A), any: (iB) stock certificateor (C) above and, including, without limitation, (y) any certificate representing a stock dividend or Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with any increase or reduction of capitalan executed Form FR U-1; provided further, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition that each applicable Pledgor shall provide to or in substitution or in exchange for any the Secured Parties notice of the Pledged Securities, or otherwise; or existence of any Margin Stock (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; thentreasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, Pledgor thereafter, such Margin Stock shall accept constitute Collateral to the same as Pledgee's agent, extent the Secured Parties have made such necessary filings with the FRB in express trust for Pledgeeconnection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1, and shall deliver the same forthwith to the Pledgee (z) in the exact form received with, event constituting Excluded Assets (as applicable, Pledgor's endorsement, or appropriate stock powers duly executed defined in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesU.S. Security Agreement).
Appears in 1 contract
Sources: Abl Credit Agreement (Ciena Corp)
Pledge. (a) As collateral security for the prompt satisfaction due and punctual payment and performance of all of the Obligations and Lease Obligations, Pledgor the Company does hereby agrees to pledge, hypothecate, deliver assign, transfer and set over convey to Pledgee within twenty (20) days the Agent, for the benefit of the date hereofBanks and the Lessor, the Pledged Securities and grants to Pledgee the Agent, for the benefit of the Banks and the Lessor, a lien on and security interest in and to, the following described property (the "Collateral"):
(a) all right, title and interest of the Company in and to the Pledged Mortgage Loans and Related Mortgage-backed Securities and all promissory notes, participation agreements, participation certificates, or other instruments or agreements which evidence the Pledged Mortgage Loans and Related Mortgage-backed Securities.;
(b) Prior to all right, title and interest of the occurrence of an Event of Default, Pledgor shall be entitled Company in and to all voting rights with respect to Mortgage Notes, Mortgages and other notes, real estate mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Pledged Securities andCompany which evidence or secure (or constitute collateral for any note, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether instrument or not the Pledged Securities shall have been registered in the name of Pledgee agreement evidencing or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to securing) any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Mortgage Loans;
(c) Prior to the occurrence of an Event of Defaultall right, Pledgor shall be entitled to any title and all regular cash dividends declared by the Pledgee to be paid on account interest of the Company in and to all financing statements perfecting any security interest securing any Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether Mortgage Loan or not the property securing any Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.Mortgage Loan;
(d) At all right, title and interest of the Company in and to all guaranties, mortgage insurance policies and other instruments by which the persons or entities executing the same guarantee or insure, among other things, the payment or performance of the Pledged Mortgage Loans;
(e) all right, title and interest of the Company in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to any Pledged Mortgage Loan or property securing any Pledged Mortgage Loan;
(f) all right, title and interest of the Company in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Company in connection with, or arising out of, the Pledged Mortgage Loans;
(g) all right, title and interest of the Company in and to all Take- Out Commitments and other agreements to purchase any Pledged Mortgage Loans or Related Mortgage-backed Securities;
(h) all right, title and interest of the Company in and to all collections on, and proceeds of or from, any and all of the foregoing (hereinafter collectively called "Collections");
(i) all right, title and interest of the Company in and to any other asset of the Company which has been or hereafter at any time following execution is delivered to the Agent or any Bank for the purpose of this Agreementbeing pledged hereunder;
(j) all files, if Pledgor shall become entitled surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Company relating to receive the Pledged Mortgage Loans and Related Mortgage-backed Securities (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Mortgage Loans and Related Mortgage-backed Securities);
(k) all balances, credits and deposits of the Company contained in the Collateral Account and in the Wet Funding Clearing Account; and
(l) any and all balances, credits, deposits, accounts or shall receivemoneys of, or in connection with the name of, the Company representing or evidencing the foregoing or any proceeds thereof, and any and all proceeds of any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in section 1, each Pledgor hereby pledges and grants to the Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following whether now existing or hereafter acquired (the "COLLATERAL"):
(a) As such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(i) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest;
(ii) all other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights powers, privileges, authority, options security for the prompt satisfaction interest, liens and remedies, if any, under any partnership agreement or limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(iv) all present and future claims if any, of the ObligationsPledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor hereby agrees relating to pledgethe Partnership Interest and/or Membership Interest including any power to terminate, hypothecatecancel or modify any partnership agreement or limited liability company agreement, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of the Partnership Interest and any Pledged Partnership and the Membership Interest or its nomineeany Pledged LLC, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing;
(ivi) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(vii) to the extent not otherwise included, all proceeds of any or all of the Pledged Securitiesforegoing;
(b) all Securities owned by such Pledgor on the date hereof, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeeif any, and shall deliver such Pledgor hereby pledges and deposits as security with the same forthwith Pledgee and delivers to the Pledgee certificates or instruments therefor duly endorsed in blank in the exact form received with, as applicable, Pledgor's endorsement, or appropriate case of Notes and accompanied by undated stock powers duly executed in blankblank by such Pledgor in the case of Stock, or such other instruments of transfer as are acceptable to the Pledgee; and
(with signatures "bank guaranteed"c) all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), which the such Pledgor hereby unconditionally agrees assigns, transfers, hypothecates, mortgages, charges and sets over to make and/or furnishthe Pledgee, to be held by the Pledgee, subject to upon the terms hereof, as part of the Pledged Securitiesand conditions set forth in this Agreement.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in section 1, each Pledgor hereby pledges and grants to the Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following whether now existing or hereafter acquired (collectively, the "Collateral"):
(a) As such Pledgor's Equity Interest and all of such Pledgor's right, title and interest in each Pledged Entity including, without limitation:
(i) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Equity Interest;
(ii) all other payments due or to become due to such Pledgor in respect of such Equity Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights powers, privileges, authority, options, security for the prompt satisfaction interests, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Equity Interest;
(iv) all present and future claims if any, of the ObligationsPledgor against any Pledged Entity for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor hereby agrees relating to pledgethe Equity Interest including any power to terminate, hypothecatecancel or modify any partnership agreement or limited liability company agreement, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and security interest in execute any instruments and to the Pledged Securities.
(b) Prior to the occurrence take any and all other action on behalf of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineesuch Pledgor in respect of the Equity Interest and any Pledged Entity, Pledgee or its nominee shall have the right to make determinations, to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof any election (including, without limitationbut not limited to, the right to exchange any or all election of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, remedies) or option pertaining or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities and, in connection therewithforegoing, to deliver enforce or execute any of the Pledged Securities to any committeechecks, depository, transfer agent, registrar or other designated agency upon such terms instruments or orders, to file any claims and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise take any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing;
(ivi) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, distributions, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(vii) to the extent not otherwise included, all proceeds of any or all of the Pledged Securitiesforegoing;
(b) all Securities owned by such Pledgor on the date hereof, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgeeif any, and shall deliver such Pledgor hereby pledges and deposits as security with the same forthwith Pledgee and delivers to the Pledgee certificates or instruments therefor duly endorsed in blank in the exact form received with, as applicable, Pledgor's endorsement, or appropriate case of Notes and accompanied by undated stock powers duly executed in blankblank by such Pledgor in the case of Stock, or such other instruments of transfer as are acceptable to the Pledgee; and
(with signatures "bank guaranteed"c) all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), which the such Pledgor hereby unconditionally agrees assigns, transfers, hypothecates, mortgages, charges and sets over to make and/or furnish, the Pledgee; all of which Collateral is to be held and dealt with by Pledgee, subject to the Pledgee upon the terms hereof, as part of the Pledged Securitiesand conditions set forth in this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Safety Components International Inc)
Pledge. (a) As security To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Collateral Agent for the prompt satisfaction benefit of the ObligationsSecured Parties, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofCollateral Agent for the benefit of the Secured Parties in, any and all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now owned or existing or hereafter from time to time owned, acquired or arising (collectively, the “Collateral”):
(ba) Prior to the occurrence any Collateral Account, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Credit Document to be deposited in the right Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(i) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(vi) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(f) all Financial Assets, Investment Property and Pledged Securities, or otherwise; or Notes of such Pledgor from time to time.
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith Notwithstanding anything to the Pledgee contrary contained herein, the collateral shall at no time include any items which would at such time constitute Excluded Collateral (as defined in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSecurity Agreement).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject only to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com-pany agreement or otherwise, whether as contractual obligations, damages, insur-ance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, secur-ity interests, liens and remedies, if any, under any limited liability company agree-ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services ren-dered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agree-ment or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (includ-ing, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addi-tion to any of the foregoing, any: all certificates and instruments representing or evi-denc-ing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be required at any time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part pledge hereunder more than 65% of the Pledged SecuritiesVoting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Stock or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment foregoing;
(b) all Stock of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.time;
(c) Prior all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of any Pledged SecuritiesEntity, or otherwise; or (iii) dividends or distributions payable in propertyhowever, including securities this Agreement includes the pledge of all capital stock and other equity interests issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the each Pledged SecuritiesEntity.
Appears in 1 contract
Pledge. (a) As collateral security for the prompt satisfaction due and punctual payment and performance of all of the Obligations, Pledgor Lease Obligations and Subordinated Note Obligations, the Company does hereby agrees to pledge, hypothecate, deliver assign, transfer and set over convey to Pledgee within twenty (20) days the Agent, for the benefit of the date hereofSecured Parties, the Pledged Securities and grants to Pledgee the Agent, for the benefit of the Secured Parties, a lien on and security interest in and to, the following described property (the "Collateral"):
(a) all right, title and interest of the Company in and to the Pledged Mortgage Loans and Related Mortgage-backed Securities and all promissory notes, participation agreements, participation certificates, or other instruments or agreements which evidence the Pledged Mortgage Loans and Related Mortgage-backed Securities.;
(b) Prior to all right, title and interest of the occurrence of an Event of Default, Pledgor shall be entitled Company in and to all voting rights with respect to Mortgage Notes, Mortgages and other notes, real estate mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Pledged Securities andCompany which evidence or secure (or constitute collateral for any note, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether instrument or not the Pledged Securities shall have been registered in the name of Pledgee agreement evidencing or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to securing) any of the Pledged Securities andMortgage Loans;
(c) all right, title and interest of the Company in and to all financing statements perfecting any security interest securing any Pledged Mortgage Loan or property securing any Pledged Mortgage Loan;
(d) all right, title and interest of the Company in and to all guaranties, mortgage insurance policies and other instruments by which the persons or entities executing the same guarantee or insure, among other things, the payment or performance of the Pledged Mortgage Loans;
(e) all right, title and interest of the Company in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to any Pledged Mortgage Loan or property securing any Pledged Mortgage Loan;
(f) all right, title and interest of the Company in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Company in connection therewithwith, or arising out of, the Pledged Mortgage Loans;
(g) all right, title and interest of the Company in and to deliver all Take-Out Commitments and other agreements to purchase any Pledged Mortgage Loans or Related Mortgage-backed Securities;
(h) all right, title and interest of the Company in and to all collections on, and proceeds of or from, any and all of the foregoing (hereinafter collectively called "Collections");
(i) all right, title and interest of the Company in and to any other asset of the Company which has been or hereafter at any time is delivered to the Agent or any Secured Party for the purpose of being pledged hereunder;
(j) all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Company relating to the Pledged Mortgage Loans and Related Mortgage-backed Securities (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Mortgage Loans and Related Mortgage-backed Securities);
(k) all balances, credits and deposits of the Company contained in the Collateral Account and in the Wet Funding Clearing Account;
(l) all right, title and interest of the Company in and to any Hedging Arrangements entered into to protect the Company against changes in the value of any of the Pledged Securities to any committee, depository, transfer agent, registrar Mortgage Loans or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of changes in the aforesaid rights or privileges, or may delay in so doing.
(c) Prior interest rate applicable to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificateLoans, including, without limitation, all rights to payment arising under such Hedging Arrangements; and
(m) any certificate representing a stock dividend and all balances, credits, deposits, accounts or moneys of, or in connection with the name of, the Company representing or evidencing the foregoing or any increase or reduction proceeds thereof, and any and all proceeds of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (New Century Financial Corp)
Pledge. (a) As The Pledgor does hereby grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt satisfaction payment and performance when due of the all Obligations, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee a lien on and continuing security interest in and to the Pledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged right, title and interest of the Pledgor in, to and under all of the following property (and all rights therein) of the Pledgor, or in which or to which the Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired:
(a) all Securities and all other corporate rights options and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof warrants from time to time to purchase Securities (including, without limitation, those set forth on Annex C hereto);
(b) all Limited Liability Company Interests (including, without limitation, those set forth on Annex D hereto) and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to exchange which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company in respect of such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization Pledgor's rights under any limited liability company agreement or other readjustment of Pledgee thereof, operating agreement or upon the at law to exercise by Pledgee of any and enforce every right, privilegepower, or remedy, authority, option pertaining to any and privilege of the Pledged Securities andPledgor relating to such Limited Liability Company Interests, in connection therewithincluding any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to Pledgee make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and mayauthority to demand, at Pledgee's optionreceive, be applied on account enforce, collect or receipt for any of the Obligations in such order foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ic) stock certificateall Partnership Interests (including, without limitation, those set forth on Annex E hereto) and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership in respect of such Partnership Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the Pledged Securitiesdocuments and agreements governing such Trust Beneficial Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(B) all other payments due or to become due to the Pledgor in respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise; ;
(E) all of the Pledgor's rights under any trust agreement or (iii) dividends operating agreement or distributions payable in propertyat law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including securities issued by an issuer any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other than Pledgeeaction on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; thenand
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, Pledgor shall accept all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the same as Pledgee's agentforegoing; all of the foregoing, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee extent now existing or hereinafter from time to time acquired, collectively the "Collateral". Notwithstanding the foregoing, the Collateral shall in no event include more than 65% of the exact form received withtotal outstanding Voting Capital Stock, Limited Liability Company Interests or the Partnership Interests, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the any Pledged SecuritiesEntity.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned by such Pledgor from time to time and all options or other readjustment of Pledgee thereof, or upon the exercise warrants owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or otherwise; or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (iiiy) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, each Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall deliver the same forthwith from time to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the time acquired by such Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesany Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Infousa Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(bi) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(ii) all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) (x) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the mergercase may be, consolidationwhether now existing or hereafter acquired, reorganizationincluding, recapitalization without limitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, Partnership Assets, and other distributions and payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests;
(B) all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofsuch Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, operating agreement or partnership agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any limited liability company and/or partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement, operating agreement or partnership agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities andsuch limited liability company agreement, in connection therewithoperating agreement or partnership agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interest or its nomineesPartnership Interest and any such limited liability company and/or partnership, Pledgee to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nominee shall have the right option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and all regular cash dividends paid on account authority to demand, receive, enforce, collect or receipt for any of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securities, any: foregoing (iwith all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default; and
(F) stock certificate, including, without limitation, any certificate representing a stock dividend all other property hereafter delivered in substitution for or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(iv) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(v) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(vi) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, limitations described in preceding clause (x) and (z) except as part otherwise required by Section 8.18 of the Pledged SecuritiesCredit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledgecreate, hypothecate, deliver and set over to Pledgee within twenty (20) days in each case a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in all of the right, the Pledged Securities title and grants to Pledgee a lien on and security interest of such Pledgor in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization held or other readjustment of Pledgee thereof, or upon the exercise owned by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the occurrence of an Event of Defaultcapital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement and except to the extent that such pledge is to secure the obligations of a Foreign Credit Party (including any guaranty thereof by a US Credit Party), no Pledgor (to the extent that it is a Borrower or otherwise; or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (iiib) dividends or distributions payable in propertyabove shall not apply to, including securities issued by an issuer other more than Pledgee; then65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall accept be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the same as Pledgee's agent, in express trust for Pledgeeterm "Collateral" include, and no Pledgor shall deliver the same forthwith be required to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blankpledge, (with signatures "bank guaranteed"I) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, Stock of CanCo (until such time as such Stock is no longer subject to the terms hereof, as part of the Pledged SecuritiesCampbell Can Pledge Agreement or otherwise prohibited to be pledged ▇▇▇▇▇▇▇▇r by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity ▇▇▇▇▇▇▇ts (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; or and
(iiig) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept all Proceeds of any and all of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith foregoing. Notwithstanding anything to the Pledgee contrary contained in this Section 3.1, the Collateral shall not include any Excluded Assets (as such term is defined in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged SecuritiesSecurity Agreement).
Appears in 1 contract
Sources: Pledge Agreement (Central Texas Corridor Hospital Company, LLC)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of the Borrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name case of Pledgee or its nomineeall Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, Pledgee or its nominee shall have the right each a “Pledged Subsidiary”) and is owned by a Pledgor from time to exercise all voting rights as to all of the Pledged Securities time and all other corporate rights options and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right warrants owned by such Pledgor from time to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee time to purchase Stock of any right, privilege, or option pertaining to any of the such Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.Subsidiary;1
(c) Prior all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to the occurrence of an Event of Default, Pledgor shall be entitled to any time and all regular cash dividends declared by the Pledgee of its right, title and interest in each limited liability company to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificatehereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in connection with respect of Limited Liability Company Interests, whether under any increase limited liability company agreement or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or rightotherwise, whether as an addition to or in substitution or in exchange for any of the Pledged Securitiescontractual obligations, damages, insurance proceeds or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.;
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Operating Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Operating Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any of the Pledged Securities, or otherwiseall thereof; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities.and
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.
following, whether now existing or hereafter from time to time acquired (b) Prior collectively, the “Collateral”): each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing; all Securities upon owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the mergerfullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: all its capital therein and its interest in all profits, consolidationincome, reorganizationsurpluses, recapitalization losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; all other payments due or other readjustment to become due to such Pledgor in respect of Pledgee thereofLimited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests; all present and future claims, if any, of such Pledgor against any such limited liability company in connection with such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithsuch limited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: (i) stock certificateall certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests; all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; all present and future claims, if any, of such Pledgor against any such partnership in connection with such Partnership Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; all Financial Assets and Investment Property owned by such Pledgor from time to time; all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securities, or otherwiseforegoing; or and all Proceeds of any and all of the foregoing; provided that (iiix) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required at any time to pledge hereunder more than 65% of the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blanktotal combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (with signatures "bank guaranteed"y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which the Pledgor hereby unconditionally agrees to make and/or furnish, to Non-Voting Equity Interests shall not be held by Pledgee, subject to the terms hereof, as part limitations described in preceding clause (x) and (z) no Pledgor shall be required to pledge the Equity Interests of Western Money Systems until such Equity Interests are required to be pledged pursuant to Section 13.20 of the Pledged SecuritiesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Global Cash Access Holdings, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (w) Vanguard Health Management, Inc. shall not be required to pledge any Equity Interests in Healthcare Airplane Group LLC; provided that (i) Healthcare Airplane Group LLC shall be dissolved on or otherwise; prior to December 31, 2004 or such later date as the Collateral Agent may agree in its sole discretion and (iiiii) dividends or distributions payable in propertyif Healthcare Airplane Group LLC is not dissolved prior to such time, including securities issued by an issuer other than Pledgee; thensuch Equity Interests shall be pledged hereunder pursuant to the provisions hereof, (x) no Pledgor shall accept be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 9.15 of the same as Pledgee's agentCredit Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000, in express trust for Pledgee, and shall deliver (y) the same forthwith pledge hereunder of the Equity Interests of any Foreign Subsidiary by a Pledgor (to the Pledgee in extent that such Pledgor is not a Foreign Subsidiary) shall be limited solely to no more than 65% of the exact form received with, as applicable, Voting Stock and 100% of the Non-Voting Stock of such Pledgor's endorsement, or appropriate stock powers duly executed "first tier" Foreign Subsidiaries and (z) the equity interests of such Pledgor in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, The ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and South Texas MRI Ltd. shall not be required to be held by Pledgeepledged hereunder so long as the requisite consents to allow such pledge have not been obtained; provided that (i) the Pledgors agree to use their commercially reasonable efforts to obtain such consents and (ii) if any such consent is obtained, subject the Equity Interests of the entity for which such consent has been obtained shall be pledged hereunder pursuant to the terms provisions hereof, as part of the Pledged Securities.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(ba) Prior to each of the occurrence Collateral Accounts, including any and all assets of an Event of Default, whatever type or kind deposited by such Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin each such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or otherwise; other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in any Excluded Collateral. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) dividends or distributions payable possession of Instruments constituting Notes, (iv) as provided in propertySection 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, including securities issued by an issuer other than Pledgee; then, Pledgor warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith be qualified to the Pledgee extent provided in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesthis paragraph.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days create a continuing first priority security interest in favor of the date hereofPledgee for the benefit of the Secured Creditors in, all of the Pledged Securities right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Operating Account that will be established on the Collateral Delivery Date, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Operating Accounts;
(b) Prior all Stock of any Subsidiary Guarantor owned by such Pledgor from time to the occurrence time and all options and warrants owned by such Pledgor from time to time to purchase Stock of an Event any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of Defaultits right, Pledgor shall be entitled title and interest in each limited liability company to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultwhich each such interest relates, whether now existing or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineehereafter acquired, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, to the right fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to exchange which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledged Securities upon the mergersuch Pledgor’s claims, consolidationrights, reorganizationpowers, recapitalization privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or other readjustment of Pledgee thereofoperating agreement, or upon the at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise by Pledgee of any and enforce every right, privilegepower, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or option pertaining to modify any of the Pledged Securities and, in connection therewithlimited liability company agreement or operating agreement, to deliver execute any of the Pledged Securities instruments and to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing or for any Limited Liability Company Asset, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securitiesforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Genco Shipping & Trading LTD)
Pledge. (a) As security The Pledgor hereby pledges to the Agent, for the prompt satisfaction benefit of the ObligationsAgent and the Lenders, Pledgor hereby agrees to pledge, hypothecate, deliver and set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee the Agent for the benefit of the Agent and the Lenders, a lien on and security interest in and to in, the Pledged Securities.
(b) Prior to the occurrence membership interests of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nomineeBorrower, Pledgee or its nominee shall have which is a Delaware limited liability company, and any certificates representing such membership interests in the right to exercise all voting rights as to Borrower, all of the Pledged Securities right, title and interest of the Pledgor in, to and under its interest as a member and all other corporate rights and all conversioninvestment property in respect of such membership interests, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, Pledgor’s interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of the Borrower and the right to receive distributions of the Borrower’s cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the certificates of formation, the limited liability company agreements or any of the other organizational documents (such documents hereinafter collectively referred to as the “Operating Agreements”) of the Borrower, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the “Pledged Membership Interests”) herewith delivered to the Agent, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities upon Membership Interests, and any additional membership interests in the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining Borrower above from time to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared time acquired by the Pledgee to be paid on account of the Pledged Securities; providedPledgor in any manner, howeverand any certificates, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and maythe Agent, at Pledgee's optionrepresenting such additional membership interests or any additional percentage interests, be applied on account shares, units, options or warrants of membership interests in the Obligations in Borrower (any such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor additional interests shall become entitled to receive or shall receive, in connection with any constitute part of the Pledged SecuritiesMembership Interests, any: (i) stock certificateand all options, includingwarrants, without limitationdistributions, any certificate representing a stock dividend investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in connection with any increase or reduction respect of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder and any proceeds of any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part foregoing. All of the foregoing shall be referred to herein collectively as the “Pledged SecuritiesCollateral”).
Appears in 1 contract
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the prompt satisfaction benefit of the ObligationsSecured Creditors, Pledgor and does hereby agrees create a continuing security interest (subject to pledge, hypothecate, deliver and set over those Liens permitted to Pledgee within twenty (20exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) days in favor of the date hereofPledgee for the benefit of the Secured Creditors in, the Pledged Securities all of its right, title and grants to Pledgee a lien on and security interest in and to the Pledged Securities.following, whether now existing or hereafter from time to time acquired (collectively, the "COLLATERAL"):
(ba) Prior each of the Collateral Accounts (to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect extent a security interest therein is not created pursuant to the Pledged Securities andSecurity Agreement), for that purpose, Pledgee shall execute including any and deliver to all assets of whatever type or kind deposited by such Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Defaultin any such Collateral Account, whether now owned or not the Pledged Securities shall have been registered in the name of Pledgee hereafter acquired, existing or its nomineearising, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the right Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged foregoing;
(b) all Securities upon the merger, consolidation, reorganization, recapitalization owned or other readjustment of Pledgee thereof, or upon the exercise held by Pledgee of any right, privilege, or option pertaining such Pledgor from time to any of the Pledged Securities and, in connection therewith, time and all options and warrants owned by such Pledgor from time to deliver any of the Pledged Securities time to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.purchase Securities;
(c) Prior all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the occurrence fullest extent permitted under the terms and provisions of an Event of Defaultthe documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all regular cash dividends declared by the Pledgee to be paid other action on account behalf of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or its nomineesoption or to give or receive any notice, Pledgee consent, amendment, waiver or its nominee shall have the right approval, together with full power and authority to demand, receive, enforce, collect or receipt for any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered foregoing, to Pledgee enforce or execute any checks, or other instruments or orders, to file any claims and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At to take any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, action in connection with any of the Pledged Securitiesforegoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, any: all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(id) stock certificateall Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, and other distributions to which such Pledgor shall at any certificate representing a stock dividend time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any increase of the foregoing; and
(F) all other property hereafter delivered in substitution for or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in substitution respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the Pledged Securitiesforegoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, or otherwise; or (iiix) dividends or distributions payable in propertyunless there has been a Change of Law as a result of which the granting of the pledge of more than 66-2/3% of the Voting Equity Interests of any Exempted Foreign Entity will not give rise to adverse "deemed dividend" tax consequences to the Borrower under Section 956 of the Code, including securities issued by an issuer other than Pledgee; then, no Pledgor shall accept be required to pledge hereunder more than 65% of the same as Pledgee's agentVoting Equity Interests of any Exempted Foreign Entity (and such Voting Equity Interests in excess of 65% shall not constitute "Collateral,"), (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Pledgor of any Exempted Foreign Entity and (z) the Collateral shall not include Equity Interests in express trust for Pledgee, and shall deliver Joint Ventures that are not Subsidiaries of the same forthwith Borrower to the Pledgee extent that the respective Pledgor is contractually prohibited (after giving effect to any consents or waivers in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed"respect of such prohibition) which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held from pledging such Equity Interests owned by Pledgee, subject it pursuant to the terms hereof, as part of the Pledged Securitiesrespective joint venture agreement or similar agreement governing such Joint Venture.
Appears in 1 contract