Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Abl Credit Agreement (Noranda Aluminum Holding CORP), Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP)
Pledge. 3.1 As security for the full, prompt and complete payment or and performance when due (whether at by stated maturity, by acceleration or otherwise), as ) of all the case may be, in full of its Guarantor Obligations, each Pledgor Guarantor hereby assigns and pledges to the Collateral Agent Lender, and its successors and permitted assigns for the benefit of the Secured Partiesgrants to Lender, a first priority security interest in all of such Pledgor’s rightthe following (collectively, title and interest in, to and under the “Pledged Collateral”):
(a) the Equity Interests directly shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification or reorganization of the capital of such entities or any successors in interest thereto) by it Guarantor (the “Pledged Shares”), together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date hereof, any certificate or certificates representing the Pledged Shares (to the extent such Pledged Shares are certificated) will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, Lender may effect the transfer of any securities included in the Pledged Collateral (including those but not limited to the Pledged Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee;
(b) all voting trust certificates held by Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust and
(c) all additional shares and voting trust certificates of the entities listed on Schedule II) and Exhibit A from time to time acquired by Guarantor in any other Equity Interests obtained in manner (which additional shares shall be deemed to be part of the future by such Pledgor Pledged Shares), and any certificates representing all such Equity Interests additional shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such additional shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunderare certificated), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such Pledged Shares. Notwithstanding the conversion of, and all other proceeds received in respect offoregoing, the securities referred to in clauses Pledged Collateral does not include more than sixty-five percent (a65%) of the presently existing and (b) above; (d) subject to Section 3.05 hereof, all rights hereafter arising issued and privileges outstanding shares of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds capital stock owned by Guarantor of any of foreign subsidiary which shares entitle the foregoing (the items referred holder thereof to vote for directors or any other matter.
3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD each case imposed by any Governmental Authority, against the Pledged Collateral, together except those with all rightrespect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP have been provided on the books of Guarantor, titleand upon the failure of Guarantor to do so, interestcontemporaneous with written notice thereof from Lender to Guarantor, powersLender at its option may pay any of them.
3.3 In the event that during the term of this Agreement, privileges and preferences pertaining any reclassification, readjustment or incidental thereto, unto other change is declared or made in the Collateral Agent and its successors and permitted assigns for the benefit capital structure of the Secured Partiesissuer of the Pledged Shares, forever; subjectall new, howeversubstituted and additional shares, options or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.
3.4 So long as no Event of Default is continuing, Guarantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.), Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary that is not a “first tier” Foreign Subsidiaryto be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (viv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)(ib)
(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder)5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Verso Sartell LLC), Guarantee and Collateral Agreement (Verso Paper Corp.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule II) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) any Equity Interests of any Material Subsidiary that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (Aii) any Equity Interests of any Material Subsidiary listed on Schedule VI hereto, as such schedule may be updated from time to time, (iii) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest Domestic Subsidiary substantially all of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to whose assets consist of the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of in "controlled foreign companies" under Section 6.10 957 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit AgreementCode, (iv) any Equity Interests of a any Subsidiary to the extent that, as of the Closing Date, Date and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or a
(v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(ii) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, securities for borrowed money having an aggregate principal amount in excess of $5,000,000 10,000,000 (which pledge, other than (i) intercompany current liabilities incurred in the case ordinary course of business in connection with the cash management operations of Holdings, the Domestic Borrower and the Subsidiaries, (ii) any intercompany note evidencing such debt owed by a Foreign Subsidiary securities that may be pledged pursuant to a Loan Party, shall be limited to 65% any foreign pledge agreement under the terms of the amount outstanding thereunder)Credit Agreement, and (iii) any debt securities listed on Annex A to the certificatesCredit Agreement (other than those debt securities listed on Schedule II hereto)) ("Material Pledged Debt Securities") held by such Pledgor as of the Closing Date, (ii) any Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt obligations Material Pledged Debt Securities (the “"Pledged Debt Securities”"); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the U.S. Secured Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the Collateral Agent and Security Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under:
(a) the shares of capital stock and other Equity Interests directly of (i) each Guarantor (other than Holdings) owned by it (such Grantor including those listed on Schedule II, (ii) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any Equity Interests of SSC Canada and the Equity Interests of which are owed directly by such Grantor) owned by such Grantor on the date hereof and listed on Schedule II, (iii) each other Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor including those listed on Schedule II and (iv) any other Equity Interests obtained in the future by such Pledgor Grantor in (A) any Domestic Subsidiary of Holdings that is a Material Subsidiary, (B) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any Equity Interests of SSC Canada and the Equity Interests of which are owed directly by such Grantor) and (C) any Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor, and the certificates representing all such Equity Interests (all such Equity Interests referred to in clauses (i), (ii), (iii), and (iv) above being referred to as the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (ix) to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, any such qualifying shares, and (Ay) more than 65% of the issued and outstanding voting Equity Interests of SSC Canada or any “first tier” other Foreign Subsidiary directly of Holdings;
(b) (i) the promissory notes owned by such Pledgor or (B) any issued it on the date hereof and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule II, (ii) each promissory note evidencing intercompany Indebtedness among Holdings and/or any debt obligations now or Subsidiary (including amounts owed in connection with the future issued intercompany settlements with respect to collections from accounts receivable and inventory of U.S. Loan Parties deposited into accounts of Canadian Loan Parties and other intercompany receivables) owned by and owed to such Pledgor having, in Grantor after the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), date hereof and (iii) each other promissory note evidencing Indebtedness on or after the certificatesdate hereof owed to such Grantor other than Indebtedness in a principal amount of less than $5,000,000, so long as the aggregate principal amount of Indebtedness not so pledged under this exclusion does not exceed $10,000,000 (the promissory notes referenced in the preceding clauses (i), (ii) and any other instruments, if any, evidencing such debt obligations (iii) being referred to as the “Pledged Debt Securities”); ) ;
(c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a), (b), (c) through and (ed) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”)) . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Security Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, foreveras security for the payment or performance, as the case may be, in full of the U.S. Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests directly owned by it (including those and listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Guarantor and any the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any other than ▇▇▇▇▇, of which all the issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign SubsidiaryInterests will be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ ' qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision the other paragraphs of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(h) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that is the foregoing clause (B) shall not directly or indirectly apply in the case of a Subsidiary; joint venture, including a joint venture that
(b)(ii) the debt obligations securities listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “"Pledged Debt Securities”"); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule IIIII), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided (provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary directly owned by such Pledgor or Subsidiary, (B) any issued and outstanding Equity Interest of in any Foreign Non-Significant Subsidiary that is not a “first tier” Foreign Subsidiary, or (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which the Collateral and Guarantee Requirement Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Permitted Joint Venture Subsidiary to the extent that, as the pledge of the Closing DateEquity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law), and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule IIIII), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Community Health Systems Inc), Guarantee and Collateral Agreement (Community Health Systems Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule II) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Domestic Subsidiary substantially all of whose assets consist of the Equity Interest Interests in “controlled foreign companies” under Section 957 of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiarythe Code, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a any Subsidiary to the extent that, as of the Closing Date, Date and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or relating to holder of such Equity Interests, or (viii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a person that is not directly contractual obligation binding on the issuer or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name holder of such Pledgor Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on Schedule II, (ii) any debt obligations now such Equity Interests in contemplation of or in connection with the future issued to acquisition of such Pledgor havingSubsidiary, provided that the foregoing clause (B) shall not apply in the case of each instance a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)
(i) the debt securities, securities for borrowed money having an aggregate principal amount in excess of $5,000,000 20,000,000 (which pledge, other than (A) intercompany current liabilities incurred in the case ordinary course of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% business in connection with the cash management operations of the amount outstanding thereunderCompany and the Subsidiaries and (B) any debt securities held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule II) II and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) Equity Interests of any Employment Participation Subsidiary, (AB) more than 65% of the total issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by at any time, (C) Equity Interests of Unrestricted Subsidiaries (until such Pledgor or time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (BC) any issued and outstanding shall no longer apply to the Equity Interest Interests of such Subsidiary), (D) Equity Interests of any Foreign Subsidiary that is not of a “first tier” Foreign Subsidiary, (iiE) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g)(ii) of the extent applicable law requires Credit Agreement; provided that a the Equity Interests of any such Subsidiary of shall cease to be excluded by this clause (E) if such Pledgor issue directors’ qualifying sharessecured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, such shares or nominee or other similar sharesas applicable, (iiiF) any specifically identified Equity Interests of any Subsidiary with respect to which the Collateral and Guarantee Requirement Administrative Agent has confirmed in writing to the Borrower its determination that the costs or any provision other consequences (including adverse tax consequences) of Section 6.10 providing a pledge of its Equity Interests is excessive in view of the ABL Credit Agreement need not benefits to be satisfied obtained by reason of Section 6.10(gthe Lenders and (G) of the ABL Credit Agreement, (iv) any Equity Interests of a any non-wholly owned Subsidiary if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of any joint venture, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on stockholders or relating to similar agreement governing such Equity Interests, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparts), provided however, that the limitation set forth in clause (vG) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Equity Interests to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such Equity Interests shall not be excluded from the definition of a person that is not directly or indirectly a SubsidiaryArticle 9 Collateral; (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule II, and (iiB) any debt obligations now or promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Term Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Term Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP), Credit Agreement (Noranda Aluminum Holding CORP)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the First Lien Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured PartiesParties of, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or of a Domestic Subsidiary, (B) any issued and outstanding Equity Interest Interests of any Subsidiary of a Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(t) of the Credit Agreement if and so long as the terms of such Indebtedness prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the First Lien Secured Parties on such Equity Interests, (D) Equity Interests of any Person that is not a “first tier” Foreign Subsidiarydirect or indirect, (ii) wholly owned Subsidiary of ▇▇▇▇▇▇▇, to the extent applicable such pledge is prohibited by law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharescontract, (iiiE) any Equity Interests of any Subsidiary with respect to which the Collateral and Guarantee Requirement Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or any provision other consequences (including adverse tax consequences) of Section 6.10 providing a pledge of its Equity Interests is excessive in view of the ABL Credit Agreement need not benefits to be satisfied obtained by reason of Section 6.10(g) of the ABL Credit AgreementLenders, (ivF) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, or and (vG) any Equity Interests of a person that is not directly or indirectly a Subsidiary; held by the Third Party Pledgor at any time other than Equity Interests in TNC (b)(iUS) Holdings, Inc. and ACN Holdings, Inc., (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the First Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including the Note Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the Equity Interests directly owned all Capital Stock held by it (including those in the Issuer and any Wholly Owned Restricted Subsidiary, including, without limitation, the Capital Stock listed on Schedule II) I and any other Equity Interests Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests Capital Stock (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than Capital Stock of any Unrestricted Subsidiary or any Immaterial Subsidiary, (B) Capital Stock of any Subsidiary acquired pursuant to an acquisition permitted under the Covered Documents and financed with Indebtedness incurred in compliance with the terms of the Covered Documents if such Capital Stock are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Capital Stock, (C) Capital Stock held by it in any Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from the Pledged Equity), in excess of 65% of the issued and outstanding voting Equity Interests Capital Stock of each such Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company, (D) Capital Stock of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral Credit Facility Agent and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied Issuer have determined in their reasonable judgment and agreed (as confirmed in writing by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary Issuer to the extent that, as Collateral Agent) that the costs of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on Capital Stock or relating perfection thereof is excessive in view of the benefits to such Equity Interests, or be obtained by the Secured Parties therefrom and (vE) any Equity Interests Capital Stock the pledge of a person that which is not directly or indirectly a Subsidiaryprohibited by applicable Laws (the Capital Stock referred to in clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent in accordance with this Agreement or the other Covered Documents; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Existing Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ therein to secure any Existing Notes. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Sources: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Pledge. As collateral security for the due and punctual payment or and performance when due (whether at stated maturity, by acceleration or otherwise), as of all of the case may be, in full of its Obligations, each Pledgor Lease Obligations and Subordinated Note Obligations, the Company does hereby assigns pledge, hypothecate, assign, transfer and pledges convey to the Collateral Agent Agent, for the benefit of the Secured Parties, and its successors and permitted assigns grants to the Agent, for the benefit of the Secured Parties, a security interest in and to, the following described property (the "Collateral"):
(a) all of such Pledgor’s right, title and interest inof 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) all right, title and interest of the Company in and to all Mortgage Notes, Mortgages and under 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 Company which evidence or secure (aor constitute collateral for any note, instrument or agreement evidencing or securing) any of the Equity Interests directly owned Pledged Mortgage 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 it which the persons or entities executing the same guarantee or insure, among other things, the payment or performance of the Pledged Mortgage Loans;
(including those listed on Schedule IIe) 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 Equity Interests agreement, instrument or document pertaining to, affecting, obtained by the Company in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that connection with, or arising out of, the Pledged Stock shall not include 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) (A) more than 65% all right, title and interest of the issued Company in and outstanding voting Equity Interests 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 “first tier” Foreign Subsidiary directly owned by of the Pledged Mortgage Loans or changes in the interest rate applicable to the Loans, including, without limitation, all rights to payment arising under such Pledgor or Hedging Arrangements; and
(Bm) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiaryall balances, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying sharescredits, such shares deposits, accounts or nominee or other similar sharesmoneys of, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect name of, the securities referred to in clauses (a) Company representing or evidencing the foregoing or any proceeds thereof, and (b) above; (d) subject to Section 3.05 hereof, all rights any and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (New Century Financial Corp)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it in the Borrower and any Wholly-Owned Restricted Subsidiary, including, without limitation, the Equity Interests directly owned by it (including those listed on Schedule II) I and any other Equity Interests in any Wholly-Owned Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than Equity Interests of any Unrestricted Subsidiary or any Immaterial Subsidiary, (B) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (C) Equity Interests held by it in any Wholly-Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from the Pledged Equity), in excess of 65% of the issued and outstanding voting Equity Interests of each such Wholly-Owned Foreign Subsidiary or Domestic Foreign Holding Company, (D) Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral Administrative Agent and Guarantee Requirement or any provision the Borrower have determined in their reasonable judgment and agreed in writing that the costs of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, or be obtained by the Secured Parties therefrom and (vE) any Equity Interests the pledge of a person that which is not directly or indirectly a Subsidiaryprohibited by applicable Laws (the Equity Interests referred to in clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent in accordance with this Agreement or the other Loan Documents; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Rollover Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ therein to secure any Rollover Notes. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (Heinz H J Co)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under:
(ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or FSHCO, (B) any issued and outstanding Equity Interest Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 4.09(b)(21) of the Indenture or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Foreign Subsidiary Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Person that is not a “first tier” Foreign Subsidiarydirect or indirect Wholly-Owned Subsidiary of the Company (F) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Senior Credit Facilities as in effect on the date hereof, (iiG) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which the Company and the Senior Credit Facilities Agent have determined in writing, confirmed in a notice delivered to the Collateral and Guarantee Requirement Agent, where the costs or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(gother consequences (including adverse tax consequences) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such its Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or is excessive in view of the benefits afforded thereby (vthe assets described in clauses (A) any Equity Interests through (G) of a person that is not directly or indirectly a Subsidiary; this proviso being the “Excluded Equity”);
(b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); ;
(ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01;
(iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ;
(dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and
(evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (West Corp)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor Credit Party hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and its successors and permitted assigns hereby grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of such PledgorCredit Party’s right, title and interest in, to and under (whether now owned or hereafter acquired):
(a) (i) the Equity Interests directly owned by it (including including, as of the Closing Date, those Equity Interests listed on Schedule III) and (ii) any other directly owned Equity Interests obtained in the future by such Pledgor and any certificates Credit Party and, in each case, the certificates, if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged StockEquity Securities”); provided that the Pledged Stock Equity Securities shall not include include:
(iA) any Equity Interests in any Person that is not a wholly-owned subsidiary of the Issuer;
(B) (A1) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” class of Equity Interests of any Foreign Subsidiary directly owned by such Pledgor (or any FSHCO) and (B2) to the extent a Foreign Subsidiary is a Credit Party, any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not a “first tier” class of Equity Interests of any subsidiary of such Foreign Subsidiary, ,
(iiC) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor Credit Party issue directors’ qualifying shares, such nominee shares or nominee or similar shares which are required by law to be held by persons other similar than such Credit Party, such qualifying shares, nominee shares or similar shares held by persons other than such Credit Party,
(iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (ivD) any Equity Interests of any person (other than a wholly-owned Subsidiary that is a Restricted Subsidiary), to the extent that(x) restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests existing as of the date hereof or on the date of acquisition by a Credit Party of such Equity Interests (in each case, other than to the extent that any such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition or (y) such pledge would trigger a termination pursuant to any “change of control” provision or other similar provision,
(E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition,
(F) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse tax consequences to the Issuer and its subsidiaries (taken as whole) as reasonably determined by the Issuer,
(G) any Margin Stock,
(H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Issuer to the Trustee and not-for-profit subsidiaries, and
(I) any Equity Interests that the Issuer and the Collateral Agent shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby (any Equity Interests excluded pursuant to any of clauses (A) through (I) above, an “Excluded Equity Interest”),
(b) (i) promissory notes and any instruments evidencing Indebtedness for borrowed money owed to it as of the Closing Date (including, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations those listed opposite the name of such Pledgor Credit Party on Schedule II, I) and (ii) any debt obligations now or promissory notes and any instruments evidencing Indebtedness for borrowed money in the future issued to such Pledgor having, in Credit Party (the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 foregoing clauses (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), b)(i) and (iiib)(ii) the certificatescollectively, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes and instruments evidencing Indebtedness for borrowed money (A) having an aggregate principal amount not in excess of $5,000,000, (B) to the extent otherwise excluded from the Collateral pursuant to this Agreement, (C) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to any applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such promissory note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the extent such promissory note or instrument is an Excluded Instrument as a result of such prohibition or (D) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its subsidiaries (such excluded promissory notes and instruments, the “Excluded Instruments”),
(c) subject to Section 3.05 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred Pledged Collateral (except to in clauses (a) and (b) above; the extent otherwise excluded from the Collateral pursuant to this Agreement),
(d) subject to Section 3.05 2.05 hereof, all rights and privileges of such Pledgor Credit Party with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and , and
(e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.
Appears in 1 contract
Sources: Notes Pledge and Security Agreement (Lannett Co Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor Guarantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or and (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision the other paragraphs of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder)3 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns Administrative Agent, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Goodman Holding CO)
Pledge. (a) As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations (other than the Deposit L/C Obligations), each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured PartiesParties (other than any Deposit L/C Secured Party), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (other than any Deposit L/C Secured Party), a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai)(x) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule III), (y) and any other Equity Interests obtained in the future by such Pledgor Grantor and (z) any certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided that provided, however, that, notwithstanding the foregoing, the Pledged Stock shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (iiB) assets of and the equity interests of (1) any Inactive Subsidiary, (2) any Special Purpose Vehicle (to the extent applicable law requires that a Subsidiary any HUD-guaranteed or mortgage financings of such Pledgor issue directors’ qualifying sharesSpecial Purpose Vehicle would prevent such pledge or security interests) and (3) Clipper and Bowie Center L.P., such shares or nominee or other similar shares, a Maryland limited partnership (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent thatany HUD-guaranteed or mortgage financings or partnership or joint venture agreement would prevent such pledge or security interests) and (C) prior to the day following the Outside Date Trigger, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on in the Other Sun Guarantors or relating to such Equity InterestsSabra and its subsidiaries, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(iii)(x) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule III), (iiy) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiz) the certificates, any promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (iv) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; , (dv) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; , and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured PartiesParties (other than any Deposit L/C Secured Party), foreveruntil the discharge of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
(b) Separate from the security interest granted pursuant to paragraph (a) above, as security for the payment or performance, as the case may be, in full of the Deposit L/C Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under the Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, until the discharge of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates the certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgor that is a direct or indirect Subsidiary of Holdings, (B) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not a “first tier” Material Foreign Subsidiary, (iiC) to the extent applicable law requires that a Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of such Pledgor issue directors’ qualifying shares, such shares a Foreign Subsidiary that is a direct or nominee or other similar sharesindirect Subsidiary of Holdings, (iiiE) any Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings, (H) Equity Interests of any Subsidiary with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary Administrative Agent has confirmed in writing to the extent that, as Borrower its determination that the costs of the Closing Date, and for so long as, such providing a pledge of such its Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, be obtained by the Lenders and (I) pledges prohibited by law or (v) any Equity Interests of a person that is by agreements containing anti-assignment clauses not directly or indirectly a Subsidiaryoverridden by applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, each Pledgor Loan Party hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorLoan Party’s right, title and interest in, to and under the following assets, whether now owned or hereafter acquired (aa)(i) the shares of capital stock and other Equity Interests directly owned by it such Loan Party on the date hereof (including those all such shares and other Equity Interests in the Subsidiaries listed opposite the name of such Loan Party on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Loan Party and any (iii) the certificates representing all such Equity Interests (all of the foregoing being collectively referred to as the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” CFC or any Foreign Subsidiary directly owned by such Pledgor Holding Company or (B) Equity Interests in any issued and outstanding Equity Interest Person other than a wholly-owned Subsidiary where such assignment or pledge hereunder requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiarygoverning body, (ii) to the extent applicable law requires that a Subsidiary shareholder, partner or member of such Pledgor issue directors’ qualifying shares, Person (other than a Loan Party) and such shares or nominee or other similar shares, consent shall not have been obtained (iii) any the Equity Interests with respect so excluded under the immediately foregoing clauses (A) and (B) being collectively referred to which herein as the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such “Excluded Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary”); (b)(i) debt securities owned by such Loan Party on the date hereof (including all such debt obligations securities of other Borrower Group Members listed opposite the name of such Pledgor Loan Party on Schedule II), (ii) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 Loan Party and (which pledge, in the case of any intercompany note evidencing debt iii) all indebtedness owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% regardless of whether such indebtedness is evidenced by instruments (all of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (foregoing being collectively referred to as the “Pledged Debt SecuritiesIndebtedness”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Loan Party with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (PharMerica CORP)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, and (D) any issued and outstanding Equity Interests of any CFC Holding Company that is not a “first tier” CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Issue Date, and for so long as, such a pledge of such Equity Interests would violate a applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (viv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)(ib)
(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder)5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of an Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. 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) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of the Borrower and of each other Domestic Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule II) II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) Equity Interests of any Employment Participation Subsidiary (Aexcept to the extent a perfected security interest in such Subsidiary can be obtained by filing of a UCC-1 financing statement), (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any total issued and outstanding Equity Interest Interests of (i) any Foreign Subsidiary that is not a “first tier” CFC at any time and (ii) each Restricted Subsidiary that is a Domestic Subsidiary that is directly owned by the Borrower or by any Guarantor and that is treated as a disregarded entity for United States federal income tax purposes and substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCsEquity Interests of Foreign Subsidiary Holding Companies; (C) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (C) shall no longer apply to the Equity Interests of such Subsidiary), (D) Equity Interests of any Subsidiary of a Foreign Subsidiary, (iiE) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesMargin Stock, (iiiF) any specifically identified Equity Interests of any Subsidiary with respect to which (i) the Collateral and Guarantee Requirement Administrative Agent has confirmed in writing to the Borrower its determination that the costs of providing a pledge of its Equity Interests is excessive in view of the practical benefits to be obtained by the Lenders or (ii) the Borrower in consultation with the Administrative Agent has reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to Holdings, the Borrower or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreementits Subsidiaries, (ivG) any Equity Interests of a any non-wholly owned Subsidiary if (but only to the extent that, as of the Closing Date, and for so long as, ) (i) the Organization Documents or other agreements with respect to the Equity Interests of such a non-wholly owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (vii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (H) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate the terms of any written agreement, license, lease or similar 55380615_1 arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than Holdings, the Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (I) Equity Interests of a person each Subsidiary set forth in Schedule 1.01GA of the Credit Agreement, (J) Equity Interests of any Specified Lease Entity, (K) Equity Interests of Liquor License Subsidiaries and (KL) any other Equity Interests that is constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (KL) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not directly include any Proceeds, substitutions or indirectly a Subsidiaryreplacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (KL) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (KL))); (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule II, and (iiB) any debt obligations now or promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As The Pledgor hereby assigns and transfers to the Lender and hereby grants to the Lender a security interest in and continuing Lien on all of the Pledgor’s right, title and interest in, to and under all property of the Pledgor identified below, in each case whether now owned or existing or hereafter acquired or in which the Pledgor now has or at any time in the future may acquire and wherever located (all of which being hereinafter collectively referred to as the “Collateral”), as collateral security for the prompt and complete payment or and performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns for the benefit ) of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under Obligations:
(a) all of the Equity Interests directly owned by it Pledgor’s limited liability company interests in SunPower YC Holdings and all after acquired limited liability company interests in SunPower YC Holdings (collectively, the “LLC Interests”), including those listed without limitation the limited liability company interests described on Schedule II) and any other Equity Interests obtained in the future by 1 (as such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor schedule may be amended or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) supplemented from time to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereundertime), and all of the Pledgor’s rights to acquire limited liability company interests in SunPower YC Holdings in addition to or in exchange or substitution for the LLC Interests and all other Pledged Equity Interests in SunPower YC Holdings owned by the Pledgor;
(iiib) all of the certificatesPledgor’s rights, promissory notes privileges, authority and any powers as a member of SunPower YC Holdings under the Operating Agreement and other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); organizational documents of SunPower YC Holdings;
(c) subject to Section 3.05 hereof, all payments certificates or other documents representing any and all of principal or interest, the foregoing in clauses (a) and (b);
(d) all dividends, distributions, cash, securities, instruments and other property or proceeds of any kind to which the Pledgor may be entitled in its capacity as member of SunPower YC Holdings by way of distribution, return of capital or otherwise, including from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion of, and all LLC Interests or other proceeds received Pledged Equity Interests in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and SunPower YC Holdings;
(e) any other claim which the Pledgor now has or may in the future acquire in its capacity as member of SunPower YC Holdings against SunPower YC Holdings and its property; and
(f) all proceeds Proceeds, products and accessions of and to any of the foregoing (property described in the items referred to in preceding clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthabove.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) and , any Equity Interests with respect to any of the Subsidiaries listed on Schedule IV, any other Equity Interests obtained in the future by such Pledgor and any certificates Grantor and, subject to Section 3.03(i), the certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Subsidiary, (B) any issued and outstanding Equity Interest Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person (other than the Borrower) that is not a “first tier” Foreign Subsidiarydirect or indirect, (ii) to the extent applicable law requires that a wholly owned Material Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, the Borrower and (iiiF) any Equity Interests of any Subsidiary with respect to which the Collateral Administrative Agent and Guarantee Requirement the Borrower determine in their reasonable judgments that the costs or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(gother consequences (including adverse tax consequences) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such its Equity Interests would violate a contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiarybe obtained by the Secured Parties; (b)(iii)(A) subject to Section 3.03(i), the debt obligations promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iiiB) the certificates, promissory notes and any other instruments, if any, instruments evidencing indebtedness obtained in the future by such debt obligations Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Agreement; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (ReAble Therapeutics Finance LLC)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which Equity Interests constituting Pledged Stock shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by Subsidiary, which pledge, except in the case of a pledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) any Equity Interests not required to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesbe pledged as security for Senior Lender Claims, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary of Parent to the extent that, as of the Closing Datedate hereof, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (viv) any Equity Interests of a person any Indenture Restricted Subsidiary owned by Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that is not directly such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or indirectly a SubsidiaryRule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of the issuer thereof to be filed with the SEC (or any other governmental agency); (b)(iy) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of Parent due to the fact that such Person’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or 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 capital stock or other Equity Interests to constitute Pledged Stock without the filing with the SEC (or any other governmental agency) of separate financial statements of such Person, then such capital stock and other Equity Interests shall automatically be deemed to be Pledged Stock but only to the extent necessary to not be subject to any such financial statement requirement; (b)
(i) the debt obligations securities currently issued to any Pledgor (which debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule II), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, the Indenture Obligations each Pledgor Grantor hereby collaterally assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Notes Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the all Equity Interests directly owned or otherwise held by it (including those in each of its Subsidiaries listed on Schedule II) I and any other Equity Interests in any Subsidiary of the Company obtained in after the future date of this Agreement by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) Equity Interests in any Subsidiary that is directly or indirectly owned by a CFC, (AB) more than 65% of the issued and outstanding voting Voting Stock of each Subsidiary that is a CFC, (C) Equity Interests in any Person (other than Wholly-Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents, (D) Equity Interests of any “first tier” Domestic Subsidiary whose only asset is the Equity Interests in Foreign Subsidiary directly owned by such Pledgor or Subsidiaries and (BE) any issued and outstanding the Equity Interest Interests of any Foreign Subsidiary Grantor to the extent that is Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of such Grantor, which financial statements are not a “first tier” Foreign Subsidiary, then otherwise required to be filed with the SEC but only to the extent such separate financial statements of such Grantor have not been so filed with the SEC; (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiA) any Equity Interests with respect to which the Collateral all debt securities owned by it and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or in securities obtained after the future issued to date of this Agreement by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that is delivered to and held by the First Priority Agent in accordance with the Collateral and Guarantee Requirement (as defined in the Credit Agreement); (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall exclude (A) any assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law and (B) any intellectual property and related assets subject to the Intellectual Property Security Agreement (it being understood and agreed that such intellectual property and related assets shall otherwise constitute Collateral). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Notes Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Indenture Obligations of such Grantor now or hereafter existing under, or in respect of, the Indenture Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Indenture Obligations and that would be owed by such Grantor to any Notes Secured Party under the Indenture Documents but for the fact that such Indenture Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Noranda Aluminum Acquisition CORP)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its the First Priority Obligations, each Pledgor hereby assigns pledges and pledges grants to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the First Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests directly Interests”) owned by it such Pledgor (including those other than Excluded Equity Interests) (which, if certificated, are listed on Schedule III hereto) and any other Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock shall not include (i) (A) more than Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any “first tier” Foreign Subsidiary directly owned by Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such Pledgor or (B) any issued percentage ownership and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) any interests of any of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests the organizational documents with respect to which any such joint venture (including other applicable agreements among the Collateral and Guarantee Requirement investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, third party to permit such pledge or assignment (iv) any Equity Interests of a Subsidiary to the extent thatsuch consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date, and for so long as, Date (or such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiarylonger period as the Collateral Agent may agree); (b)(ib)
(i) the debt obligations Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule III hereto, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 (which pledge, arising in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary future and owing to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), such Pledgor; and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations (the “Pledged Debt Securities”)Indebtedness; (c) subject to Section 3.05 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities or Indebtedness referred to in clauses (a) and (b) above; (d) subject to Section 3.05 7 hereof, all rights and privileges of such Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all rightpersonal property (other than Excluded Property)” or “all assets (other than Excluded Property)” of the debtor or words of similar effect or with greater detail) or continuation statements for the purpose of perfecting, titleconfirming, interestcontinuing, powersenforcing or protecting the security interest granted by each Pledgor hereunder, privileges without the signature of any Pledgors, and preferences pertaining naming any Pledgor or incidental thereto, unto the Pledgors as debtors and the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthas secured party.
Appears in 1 contract
Sources: First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent Agent, for the benefit of the Secured Parties, and its successors and permitted assigns hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (whether now existing or hereafter acquired):
(a) the all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule II) 4 of the Perfection Certificate and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the total issued and outstanding voting Equity Interests of: (A) any Restricted Subsidiary that is a Foreign Subsidiary and a CFC at any time and (B) each Restricted Subsidiary that is a Domestic Subsidiary and that is treated as a disregarded entity or as a partnership for United States federal income tax purposes and substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs; (ii) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (ii) shall no longer apply to the Equity Interests of such Subsidiary), (iii) Margin Stock, (iv) Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Dateif, and for so long as, such in the reasonable judgment of the Collateral Agent and the Borrower (as set forth in a written agreement between the Collateral Agent and the Borrower), the cost of providing a pledge of such Equity Interests exceeds the practical benefits to the Lenders afforded thereby, (v) Equity Interests of any Subsidiary if the creation or perfection of pledges of, or security interests in, such Equity Interests would violate a contractual obligation binding on result in material adverse tax consequences to Holdings, the Borrower or relating any of its Subsidiaries, as reasonably determined by the Borrower in consultation with the Collateral Agent, (vi) Equity Interests of any non-wholly owned Restricted Subsidiary, but only to the extent that, and for so long as: (A) the Organization Documents or other agreements with respect to the Equity Interests of such non-wholly owned Restricted Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, or (vB) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Restricted Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (vii) any Equity Interest if the pledge thereof or the security interest therein (A) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (B) to the extent and for so long as it would violate the terms of any written agreement, license, lease or similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than Holdings, the Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), and (viii) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (i) through (viii) above and any Equity Interests of a person any Person that is not directly or indirectly a Subsidiary, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (b)(ii) through (viii) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the debt obligations foregoing clauses (i) through (viii)));
(b) promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule II5 of the Perfection Certificate, (ii) and any debt obligations now or promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future issued to by such Pledgor havingGrantor (collectively, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt SecuritiesDebt”); ;
(c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ;
(d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and
(e) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). ; TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns Agent, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by Subsidiary, which pledge, except in the case of a pledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) any Equity Interests not required to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesbe pledged as security for Senior Lender Claims, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Datedate hereof, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (viv) any Equity Interests of a person any Indenture Restricted Subsidiary owned by the Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that is not directly such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or indirectly a SubsidiaryRule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (b)(iy) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or 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 capital stock or
(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule II), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under the following:
(ai) the Equity Interests shares of Capital Stock directly owned by it such Grantor on the date hereof (including those listed opposite the name of such Grantor on Schedule II), (ii) and any other Equity Interests Capital Stock obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests Capital Stock (collectively, the “Pledged Stock”); provided that with respect to any Domestic Secured Obligations, the Pledged Stock shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests Capital Stock of any “first tier” Foreign Subsidiary directly owned by such Pledgor or that is a First-Tier Subsidiary, (B) more than 66% of the issued and outstanding voting Capital Stock of any Qualified CFC Holding Company that is a First Tier Subsidiary, (C) any issued and outstanding Equity Interest Capital Stock of any Foreign Subsidiary that is not a “first tier” Foreign First Tier Subsidiary, or (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiD) any Equity Interests issued and outstanding Capital Stock of any Qualified CFC Holding Company that is not a First Tier Subsidiary; provided further, that it is the intent of this Agreement that not more than 66% of the issued and outstanding voting Capital Stock of the Additional Borrower directly or indirectly owned by the Company shall be pledged hereunder with respect to which the Collateral any Domestic Secured Obligations, and Guarantee Requirement or any provision of Section 6.10 to give effect to such intent, 100% of the ABL Credit Agreement need not limited partnership interests issued by the Additional Borrower that are owned by the Company shall be satisfied by reason of Section 6.10(g) pledged hereunder and none of the ABL Credit Agreementvoting Capital Stock of ▇▇▇▇▇▇ KG Holding, LLC that is owned by the Company (iv) any Equity Interests and, for the avoidance of a Subsidiary to the extent thatdoubt, as none of the Closing Dategeneral partner interests issued by the Additional Borrower) shall be pledged hereunder, and for so long asin each case to secure Domestic Secured Obligations, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities and inter-company loans or advances owned by such Grantor (including those listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt obligations now securities or inter-company loans or advances in the future issued held by or owed to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing any such debt obligations securities or inter-company loans or advances (collectively, the “Pledged Debt Securities”); (c) subject to the provisos in clause (a) above, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.05 hereof3.01; (d) subject to Section 3.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities or instruments referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof3.07, all rights and privileges of such Pledgor Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any and all of the foregoing (the items referred to in the foregoing clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding anything to the contrary, no pledge or security interest is created hereby, and the Pledged Collateral, together with all rightPledged Stock and Pledged Debt Securities shall not include, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit any property that would be excluded pursuant to Section 4.01(d) of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forththis Agreement.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Harman International Industries Inc /De/)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule II) II and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) Equity Interests of any Employment Participation Subsidiary (Aexcept to the extent a perfected security interest in such Subsidiary can be obtained by filing of a UCC-1 financing statement), (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any total issued and outstanding Equity Interest Interests of (i) any Foreign Subsidiary that is not a “first tier” CFC at any time and (ii) each Restricted Subsidiary that is a Domestic Subsidiary that is directly owned by the Borrower or by any Guarantor and that is treated as a disregarded entity for United States federal income tax purposes and substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs; (C) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (C) shall no longer apply to the Equity Interests of such Subsidiary), (D) Equity Interests of any Subsidiary of a Foreign Subsidiary, (iiE) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesMargin Stock, (iiiF) any specifically identified Equity Interests of any Subsidiary with respect to which (i) the Collateral and Guarantee Requirement Administrative Agent has confirmed in writing to the Borrower its determination that the costs of providing a pledge of its Equity Interests is excessive in view of the practical benefits to be obtained by the Lenders or (ii) the Borrower in consultation with the Administrative Agent has reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to Holdings, the Borrower or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreementits Subsidiaries, (ivG) any Equity Interests of a any non-wholly owned Subsidiary if (but only to the extent that, as of the Closing Date, and for so long as, ) (i) the Organization Documents or other agreements with respect to the Equity Interests of such a non-wholly owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (vii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (H) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate the terms of any written agreement, license, lease or similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after NEWYORK 8663622 (2K) giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than Holdings, the Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (I) Equity Interests of a person each Subsidiary set forth in Schedule 1.01G of the Credit Agreement, (J) Equity Interests of any Specified Lease Entity and (K) any other Equity Interests that is constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (K) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not directly include any Proceeds, substitutions or indirectly a Subsidiaryreplacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (K) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (K))); (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule II, and (iiB) any debt obligations now or promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As Subject to the immediately following paragraph, as security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligationsthe Noteholder Claims, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Foreign SubsidiaryQualified CFC Holding Company, (ii) to the extent applicable law requires law_requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision a grant of Section 6.10 of the ABL Credit Agreement need security is not be satisfied required by reason of Section 6.10(g) of the ABL Credit Agreement3.06 hereof, or (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Issue Date, and for so long as, such a pledge of such Equity Interests would violate a applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 2.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). The securities of a Subsidiary of the Company will constitute Pledged Collateral only to the extent that such securities can secure the Noteholder Claims without Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Noteholder Claims, then the securities of such Subsidiary will not be subject to the Liens securing the Noteholder Claims and will automatically be deemed not to be part of the Pledged Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral for the relevant Noteholder Claim. In the event that Rule 3-16 of Regulation S-X under the Securities Act 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 securities to secure the Noteholder Claims in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Pledged Collateral but only to the extent permitted to not be subject to any such financial statement requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to subject to the Liens under the Pledged Collateral such additional securities. In accordance with the limitations set forth herein, as of the date hereof, the Pledged Collateral will include the securities of the Subsidiaries only to the extent that the applicable value of such securities (on a Subsidiary-by-Subsidiary basis) is less than twenty percent (20%) of the aggregate principal amount of the Notes (including any additional Notes) outstanding. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Indenture Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes, (B) any issued and outstanding Equity Interest of in any Foreign Subsidiary that is not a “first tier” Foreign Not for Profit Subsidiary, or (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which the Collateral and Guarantee Requirement Interest in any Immaterial Subsidiary, Unrestricted Subsidiary, special purpose securitization Subsidiary or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing DateMargin Stock, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Term Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, each Pledgor Loan Party hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorLoan Party’s right, title and interest in, to and under the following assets, whether now owned or hereafter acquired (aa)(i) the shares of capital stock and other Equity Interests directly owned by it such Loan Party on the date hereof (including those all such shares and other Equity Interests in the Subsidiaries listed opposite the name of such Loan Party on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Loan Party and any (iii) the certificates representing all such Equity Interests (all of the foregoing being collectively referred to as the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor CFC or (B) Equity Interests in any issued and outstanding Equity Interest Person other than a wholly-owned Subsidiary where such assignment or pledge hereunder requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiarygoverning body, (ii) to the extent applicable law requires that a Subsidiary shareholder, partner or member of such Pledgor issue directors’ qualifying shares, Person (other than a Loan Party) and such shares or nominee or other similar shares, consent shall not have been obtained (iii) any the Equity Interests with respect so excluded being collectively referred to which herein as the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such “Excluded Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary”); (b)(i) debt securities owned by such Loan Party on the date hereof (including all such debt obligations securities of other Borrower Group Members listed opposite the name of such Pledgor Loan Party on Schedule II), (ii) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Party and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (all of the foregoing being collectively referred to as the “Pledged Debt SecuritiesIndebtedness”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Loan Party with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PharMerica CORP)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under:
(ai) the all Equity Interests directly owned held by it (including those that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) Excluded Assets, (B) Equity Interests of a Domestic Subsidiary that has no material assets other than Equity Interests (including any Indebtedness treated as equity for U.S. federal tax purposes) of one or more Foreign Subsidiaries (other than Material Foreign Subsidiaries) that are CFCs or (C) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of (1) any “first tier” Foreign Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by such Pledgor the Borrower or by any Subsidiary Guarantor and that and that has no material assets other than Equity Interests (Bincluding any Indebtedness treated as equity for U.S. federal tax purposes) of one or more Material Foreign Subsidiaries that are CFCs and (2) any issued and outstanding Equity Interest of any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, directly owned by the Borrower or by any Subsidiary Guarantor;
(ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(iA) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes (including the Intercompany Note) and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets;
(ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01;
(iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ;
(dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and
(evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Term Loan Security Agreement (Prestige Brands Holdings, Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests directly owned by it (it, including those listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Guarantor and any the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any other than ▇▇▇▇▇, of which all the issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign SubsidiaryInterests will be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision the other paragraphs of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(h) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (vvi) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: u.s. Guarantee and Collateral Agreement (TRW Automotive Holdings Corp)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it in each of its Restricted Subsidiaries, including, without limitation, the Equity Interests directly owned by it (including those listed on Schedule II) I and any other Equity Interests in any Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than Equity Interests of any De Minimis Foreign Susidiary, (B) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (C) Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Closing Date prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Closing Date, as of the date of such acquisition; provided such Contractual Obligation was not entered into in connection with or anticipation of such acquisition), (D) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Guarantor, (E) Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral Administrative Agent and Guarantee Requirement or any provision the Borrower have determined in their reasonable judgment and agreed in writing that the costs of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interests, or be obtained by the Secured Parties therefrom and (vF) any Equity Interests the pledge of a person that which is not directly prohibited by applicable Laws or indirectly a Subsidiarywhich would require governmental consent, approval, license or authorization unless such consent, approval, license or authorization has been received; (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)and performance, as the case may be, in full of its respective Obligations, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, a security interest in and lien on all of such the Pledgor’s 's right, title and interest in, to and under (a) the Equity Interests directly shares of capital stock or other equity interests owned by it (including those assuming consummation of the Transactions) and listed on Schedule II) II hereto and any shares of capital stock of, or other Equity Interests equity interests in, the respective issuers listed on Schedule II and, upon acquisition thereof, any other shares required to be pledged by a Pledgor pursuant to Section 5.11 of the Credit Agreement obtained in the future by such the Pledgor and any the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests shares of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest stock of any Foreign Subsidiary that is not of JCI or of any Foreign Subsidiary of a “first tier” Foreign SubsidiaryDomestic Subsidiary of Parent, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ ' qualifying shares, such shares or nominee shares held by nominees, or other similar shares, (iii) the capital stock of any Equity Interests with respect after acquired or organized Subsidiary of a Pledgor until such time as such stock is required to which the Collateral and Guarantee Requirement or any provision of be pledged pursuant to Section 6.10 5.11 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(ib)
(i) the debt obligations securities listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any debt obligations now or securities in the future issued to such a Pledgor having, in the case of each instance of (other than intercompany debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), ) and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Stock or Pledged Debt Securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank (or in the case of shares of Mexican companies, the endorsement in guaranty of each share certificate in favor of the Collateral Agent in accordance with Mexican law) or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Dirsamex Sa De Cv)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its the Second Priority Obligations, each Pledgor hereby assigns pledges and pledges grants to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Second Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests directly Interests”) owned by it such Pledgor (including those other than Excluded Equity Interests) (which, if certificated, are listed on Schedule III hereto) and any other Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock shall not include (i) (A) more than Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any “first tier” Foreign Subsidiary directly owned by Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such Pledgor or (B) any issued percentage ownership and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) any interests of any of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests the organizational documents with respect to which any such joint venture (including other applicable agreements among the Collateral and Guarantee Requirement investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, third party to permit such pledge or assignment (iv) any Equity Interests of a Subsidiary to the extent thatsuch consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date, and for so long as, Date (or such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiarylonger period as the Collateral Agent may agree); (b)(ib)
(i) the debt obligations Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule III hereto, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 (which pledge, arising in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary future and owing to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), such Pledgor; and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations (the “Pledged Debt Securities”)Indebtedness; (c) subject to Section 3.05 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities or Indebtedness referred to in clauses (a) and (b) above; (d) subject to Section 3.05 7 hereof, all rights and privileges of such Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all rightpersonal property (other than Excluded Property)” or “all assets (other than Excluded Property)” of the debtor or words of similar effect or with greater detail) or continuation statements for the purpose of perfecting, titleconfirming, interestcontinuing, powersenforcing or protecting the security interest granted by each Pledgor hereunder, privileges without the signature of any Pledgors, and preferences pertaining naming any Pledgor or incidental thereto, unto the Pledgors as debtors and the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthas secured party.
Appears in 1 contract
Sources: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock shall not include (i) (A) more than 65% pledges of the issued and outstanding voting Equity Interests of any “first tier” each Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any including each Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed held by a Foreign Canadian Subsidiary to a Loan Party, Guarantor) shall be limited to 65% of the amount outstanding thereundertotal combined voting power of all Equity Interests of such Foreign Subsidiary at any time; provided further that in the case of Canadian Subsidiary Guarantor that owns Equity Interests in a Foreign Subsidiary, the pledge of voting Equity Interests of such Canadian Subsidiary Guarantor shall be limited to 65% of the total combined voting power of all Equity Interests of such Canadian Subsidiary Guarantor (or, if such Canadian Subsidiary Guarantor is an unlimited liability company, such lesser percentage as is acceptable to the Collateral Agent); and provided that the Pledged Equity shall not include (A) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(b)(xix) of the Credit Agreement, (D) Equity Interests of a Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower (E) any Margin Stock owned by such Grantor, and (iiiF) specifically identified Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the certificates, promissory notes and any other instruments, if any, instruments evidencing indebtedness owned by it and listed opposite the name of such debt obligations Grantor on Schedule II and (B) any promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule II) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Domestic Subsidiary substantially all of whose assets consist of the Equity Interest Interests in “controlled foreign companies” under Section 957 of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiarythe Code, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a any Subsidiary to the extent that, as of the Closing Date, Date and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or relating to holder of such Equity Interests, or (viii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a person that is not directly contractual obligation binding on the issuer or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name holder of such Pledgor Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on Schedule II, (ii) any debt obligations now such Equity Interests in contemplation of or in connection with the future issued to acquisition of such Pledgor havingSubsidiary, provided that the foregoing clause (B) shall not apply in the case of each instance a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)
(i) the debt securities, securities for borrowed money having an aggregate principal amount in excess of $5,000,000 10,000,000 (which pledge, other than (A) intercompany current liabilities incurred in the case ordinary course of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% business in connection with the cash management operations of the amount outstanding thereunderCompany and the Subsidiaries and (B) any debt securities held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Chart Industries Inc)
Pledge. (a) It being expressly understood and agreed that the security interests granted herein for the benefit of the Collateral Agents on behalf of the applicable Secured Parties shall be subject to the intercreditor and subordination terms of the Credit Agreement and the Collateral Sharing Agreement, the following liens on the Collateral are hereby granted:
(i) As collateral security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may beand performance, in full of its all the First Lien Obligations, each Pledgor hereby assigns pledges and pledges grants to the First Lien Collateral Agent and its successors and permitted assigns Agent, for the ratable benefit of the First Lien Secured Parties, a lien on and security interest in and to all of such Pledgor’s the right, title and interest of such Pledgor in, to and under (a) all the shares of capital stock and other Equity Interests directly owned by it (including those listed on Schedule II) II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor and any certificates not deposited into a Securities Account pursuant to the Security Agreement and the certificates, if any, representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”"PLEDGED STOCK"); provided PROVIDED that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any “first tier” Foreign Non-U.S. Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of such the Pledgor issue directors’ ' qualifying shares, such shares or nominee or other similar qualifying shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(ib)
(i) the all debt obligations securities owned by it listed opposite the name of such the Pledgor on Schedule IIII hereto, (ii) any all debt obligations now or securities in the future issued to such the Pledgor having, and not deposited into a Securities Account (as defined in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in Security Agreement) pursuant to the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Security Agreement and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (collectively, the “"PLEDGED DEBT SECURITIES" and together with the Pledged Debt Securities”Stock, the "PLEDGED SECURITIES"); (c) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing (all the items foregoing, collectively, the "SECURITIES COLLATERAL.")
(ii) As collateral security for the payment and performance in full of all the Second Lien Obligations, each Pledgor hereby pledges and grants to the Second Lien Collateral Agent for the ratable benefit of the Second Lien Secured Parties, a lien on and security interest in all of such Pledgor's right, title and interest of such Pledgor in, to and under (a) the Pledged Stock; PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) the Pledged Debt Securities; (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) through and (b) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) above being collectively referred all proceeds of any and all of the foregoing; PROVIDED that the Liens granted pursuant to this clause (a)(ii) shall be subject and subordinate to the Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause (a)(i) and further subject to the intercreditor and subordination provisions of the Credit Agreement and the Collateral Sharing Agreement.
(b) Upon delivery to the Collateral Agent, (a) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the “Collateral Agent may reasonably request and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns Agents for the benefit of the respective Secured Parties; SUBJECT, forever; subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Polymer Group Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company or (E) any Equity Interests in Tyco Adhesives Korea Ltd., (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision the other paragraphs of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder)3.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limitation, the Equity Interests directly owned by it (including those listed on Schedule II) I and any other Equity Interests in any Wholly-Owned Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than Equity Interests of any Unrestricted Subsidiary, (B) Equity Interests of any De Minimis Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (D) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any “first tier” each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly owned held by such Pledgor the Borrower or any Subsidiary Guarantor, (BE) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral Administrative Agent and Guarantee Requirement or any provision the Borrower have determined in their reasonable judgment and agreed in writing that the costs of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, or be obtained by the Lenders therefrom and (vF) any Equity Interests assets the pledge of a person that which is not directly or indirectly a Subsidiaryprohibited by applicable Laws; (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly now owned or at any time hereafter acquired by it (such Grantor, including those listed set forth opposite the name of such Grantor on Schedule II6 to the Perfection Certificate, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); , provided that the Pledged Stock Equity Interests shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Eligible Foreign Subsidiary, (iiB) Equity Interests in Foreign Subsidiaries that are not Eligible Foreign Subsidiaries, (C) Equity Interests in any non-wholly owned subsidiary of any Grantor if, to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long asas such assignment, such a pledge and grant is prohibited by the organizational documents of such subsidiary, (D) prior to the release of the Existing Acquired Company Mortgage on the parcels of real property owned by White ▇▇▇▇▇ Distribution, LLC, a Maryland limited liability company, Equity Interests would violate in White ▇▇▇▇▇ Distribution, LLC and (E) prior to the release of the Existing Acquired Company Mortgage on the parcels of real property owned by FB Distro Distribution Center, LLC, a contractual obligation binding on or relating to such Equity InterestsDelaware limited liability company, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; in FB Distro
(b)(ii) the debt obligations securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule II7 to the Perfection Certificate, and (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt obligations securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As collateral security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Secured Obligations, each Pledgor hereby assigns pledges, assigns, transfers and pledges grants to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, Pledgee a continuing first priority security interest in and lien on all of such Pledgor’s the right, title and interest of Pledgor in, to and under the following property (collectively, the “Pledged Collateral”):
(a) the Equity Interests directly owned by it (including those listed on Schedule II) Securities and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations the Securities and any interest of Pledgor in the entries on the books of any Securities Intermediary (including Intermediary) pertaining to the Securities;
(b) all Security Entitlements with respect to the Securities and with respect to any Permitted Investments (the “Pledged Debt SecuritiesEntitlements”); ;
(c) subject to Section 3.05 hereofall Proceeds of the Securities and the Pledged Entitlements, all payments including, without limitation, proceeds of principal any indemnity, warranty or interest, dividends, cash, instruments and other property guarantee payable from time to time receivedwith respect to any of the Securities or the Pledged Entitlements, receivable or otherwise distributed payments (in respect ofany form) made or due and payable to Pledgor from time to time in connection with any requisition, in exchange for confiscation, condemnation, seizure or upon forfeiture of all or any part of the conversion ofSecurities or the Pledged Entitlements by or on behalf of any Governmental Authority, and any and all other proceeds received amounts from time to time paid or payable under or in respect of, connection with any of the securities referred to in clauses (a) and (b) aboveSecurities or the Pledged Entitlements; and
(d) subject any and all other (i) funds and Financial Assets and Proceeds thereof now or hereafter deposited in or credited to Section 3.05 hereofAccount No. 0▇▇-▇▇-▇▇-▇▇▇ titled “53525600 S▇ ▇▇▇▇▇▇▇ Holdings, all rights LLC (WINSTON SPE, LLC) Defeasance” at Custodian (said account and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a)related Securities Account, (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively if separate, together referred to as the “Pledged CollateralCollateral Account”). TO HAVE AND TO HOLD , including cash in the amount of $123.26 deposited this date by Pledgor into the Pledged Collateral, together with all right, title, interest, powers, privileges Collateral Account; (ii) interest and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit earnings on any of the Secured PartiesPledged Collateral including interest that accrues either before or after the commencement of any bankruptcy or insolvency proceeding by or against Pledgor or Successor Borrower; (iii) present and future accounts, forever; subjectgeneral intangibles, howeverchattel paper, contract rights, deposit accounts, instruments and documents (as defined in the UCC or in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to such property) now or hereafter relating or arising with respect to the termsPledged Collateral Account and/or the use thereof; and (iv) cash and non-cash Proceeds and products of the items described in subclauses (i), covenants (ii) and conditions hereinafter set forth(iii) above.
Appears in 1 contract
Sources: Defeasance Pledge and Security Agreement (Winston Hotels Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule IIthe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material First Tier Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar qualifying shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule II), (ii) any debt obligations now or Material Debt Securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor the Pledgors hereby assigns bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and pledges transfer to the Collateral Agent and Agent, its successors and permitted assigns its assigns, for the benefit of the Secured Parties, and hereby grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under the following:
(ai) the Equity Interests directly owned by it (including those listed on issued and outstanding shares of capital stock of each Person described in Schedule II) -A annexed hereto and any each other Equity Interests obtained in the future Subsidiary which is a corporation hereafter acquired or formed by such Pledgor (which are and any shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing all such Equity Interests shares (collectively, the “"Initial Pledged Stock”)Shares") and any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares; provided provided, however, that the Pledged Stock such Pledgor shall not include (i) (A) be required to pledge shares possessing more than 65% of the issued and outstanding voting Equity Interests power of all classes of capital stock entitled to vote of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (Bother than Canadian Drawn Steel Company Inc.) which is a controlled foreign corporation (as defined in Section 957(a) of the Internal Revenue Code of 1986, as amended from time to time (the "Tax Code")) and, in any issued and outstanding Equity Interest event, shall not be required to pledge the shares of stock of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (iiother than Canadian Drawn Steel Company Inc.) otherwise required to be pledged pursuant to this Section 2.01(i) to the extent applicable law requires that such pledge would constitute an investment of earnings in United States property under Section 956 (or a Subsidiary successor provision) of the Tax Code, which investment would trigger an increase in the gross income of a United States shareholder of such Pledgor issue directors’ qualifying pursuant to Section 951 (or a successor provision) of the Tax Code;
(ii) all additional shares of capital stock of whatever class of any issuer of the Pledged Shares from time to time acquired by such Pledgor in any manner (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing such additional shares or nominee or other similar sharesand any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such additional (collectively, the "Additional Shares"; together with the Initial Pledged Shares, the "Pledged Shares");
(iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent thatall membership interests and/or partnership interests, as applicable, of the Closing Dateeach Person described in Schedule II-B annexed hereto and each other Subsidiary which is a limited liability company or partnership hereafter acquired or formed by such Pledgor, together with all rights, privileges, authority and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name powers of such Pledgor on Schedule II, (ii) any debt obligations now in and to each such Person or in under the future issued to such Pledgor having, in the case membership or partnership agreement of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 such Person (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder"Operative Agreements"), and (iii) the certificates, promissory notes instruments and any other instrumentsagreements, if any, evidencing representing such debt obligations membership or partnership interests (collectively, the “"Initial Pledged Debt Securities”Interests"); ;
(civ) subject to Section 3.05 hereof2.04, all payments options, warrants, rights, agreements, additional membership or partnership interests or other interests relating to each such Person described in Section 2.01(iii) above or any interest in any such Person, including, without limitation, any right relating to the equity or membership or partnership interests in any such Person or under the Operative Agreement of principal any such Person, from time to time acquired by such Pledgor in any manner and the certificates, instruments and agreements, if any, representing such additional interests (collectively, the "Additional Interests"; together with the Initial Pledged Interests, the "Pledged Interests"; the Pledged Interests, together with the Pledged Shares and the items or interesttypes of Pledged Collateral described in Section 2.01(vi) of this Agreement, collectively, the "Pledged Securities");
(v) subject to Section 2.04, all dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of, of or in exchange for any or upon all of the conversion ofPledged Securities (collectively, and all other proceeds received in respect of, the securities referred to in clauses "Distributions");
(a) and (b) above; (dvi) subject to Section 3.05 hereof2.04, all rights and privileges without affecting the obligations of such Pledgor with respect under any provision prohibiting such action hereunder or under the Senior Credit Documents, in the event of any consolidation or merger in which any Person listed in Schedule II-A or Schedule II-B annexed hereto is not the surviving entity, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company or partnership owned by such Pledgor (unless such successor is such Pledgor itself) formed by or resulting from such consolidation or merger;
(vii) all other property that may be delivered to and held by the Collateral Agent pursuant to the securities terms hereof;
(viii) all general intangibles to the extent necessary to realize on any of the foregoing;
(ix) all documents, books, records, files and other property referred materials relating to in clauses any of the foregoing; and
(a), (b) and (c) above; and (ex) all proceeds of any of the foregoing (the items referred to in clauses Section 2.01 (ai) through (ex) above being collectively referred to as called the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns its assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Pledgor’s Grantor's right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule IIthe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ ' qualifying shares, such shares or nominee or other similar qualifying shares, or (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or in any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit AgreementForeign Subsidiary, (iv) any Equity Interests of a Subsidiary to the extent that, as of that the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests granting of a person that is not directly security interest therein would result in a stamp tax or indirectly a Subsidiary; any other duty, (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule II), (ii) any debt obligations now or Material Debt Securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule IIthe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar qualifying shares, or (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or in any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit AgreementForeign Subsidiary, (iv) any Equity Interests of a Subsidiary to the extent that, as of that the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests granting of a person that is not directly security interest therein would result in a stamp tax or indirectly a Subsidiary; any other duty, (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule II), (ii) any debt obligations now or Material Debt Securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by of any Borrower or any Domestic Subsidiary of any Borrower which is treated as a Foreign Subsidiary of such Pledgor or Borrower for United States federal income tax purposes, (B) any issued and outstanding Equity Interest of in any Foreign Subsidiary that is not a “first tier” Foreign Not for Profit Subsidiary, or (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which the Collateral and Guarantee Requirement Interest in any Immaterial Subsidiary, Unrestricted Subsidiary, special purpose securitization Subsidiary or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing DateMargin Stock, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule II), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Revolving Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Administrative Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule II) and (ii) any other Equity Interests obtained in the future by such Pledgor and any and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii), collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include include:
(iA) (A1) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary that is (x) a CFC directly owned by such any Pledgor or (By) any Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interest Interests of (x) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (y) any Qualified CFC Holding Company that is not a “first tier” Foreign Subsidiary, Subsidiary of a Loan Party,
(iiB) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such nominee shares or nominee or other similar shares, which are required by Law to be held by persons other than the Pledgors, such qualifying shares, nominee shares or similar shares held by persons other than Pledgors,
(iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (ivC) any Equity Interests of any person (other than a Wholly-Owned Subsidiary that is directly owned by a Pledgor), to the extent that, restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of the Closing Dateacquisition or formation of such person or in anticipation of the Credit Agreement and other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect,
(D) any Equity Interests if, to the extent and for so long as, such a as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Governmental Authority (other than to the extent such prohibition would violate a contractual obligation binding on be rendered ineffective under the UCC or relating to any other applicable Law); provided that such Equity Interests, or Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect,
(vE) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) if, to the debt obligations listed opposite extent and for so long as the name pledge of such Pledgor on Schedule IIEquity Interests hereunder would result in (1) material adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar Law or regulation in any applicable jurisdiction) or (ii2) material adverse regulatory consequences, in each case as reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned),
(F) any debt obligations now or margin stock,
(G) any Equity Interests that the Borrower and the Administrative Agent shall have agreed in the future issued writing to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% treat as Excluded Equity Interests for purposes hereof on account of the amount outstanding thereunder)cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby,
(H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the Administrative Agent and not-for-profit subsidiaries and
(iiiI) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Equity Interests in Unrestricted Subsidiaries (the “Pledged Debt Securities”); (c) subject any Equity Interests excluded pursuant to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (aA) through (eH) above being collectively referred to as above, along with this clause (I), the “Pledged CollateralExcluded Equity Interests”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Abl Guarantee and Collateral Agreement (CPG Newco LLC)
Pledge. As collateral security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Secured Obligations, each Pledgor hereby assigns pledges, assigns, transfers and pledges grants to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, Pledgee a continuing first priority security interest in and lien on all of such Pledgor’s the right, title and interest of Pledgor in, to and under the following property (collectively, the “Pledged Collateral”):
(a) the Equity Interests directly owned by it Securities and certificates, if, any, evidencing the Securities and any interest of Pledgor in the entries on the books of any Securities Intermediary (including those listed on Schedule IIIntermediary) pertaining to the Securities;
(b) all Security Entitlements with respect to the Securities and with respect to any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests Permitted Investments (the “Pledged StockEntitlements”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); ;
(c) subject to Section 3.05 hereofall Proceeds of the Securities and the Pledged Entitlements, all payments including, without limitation, proceeds of principal any indemnity, warranty or interest, dividends, cash, instruments and other property guarantee payable from time to time receivedwith respect to any of the Securities or the Pledged Entitlements, receivable or otherwise distributed payments (in respect ofany form) made or due and payable to Pledgor from time to time in connection with any requisition, in exchange for confiscation, condemnation, seizure or upon forfeiture of all or any part of the conversion ofSecurities or the Pledged Entitlements by or on behalf of any Governmental Authority, and any and all other proceeds received amounts from time to time paid or payable under or in respect of, connection with any of the securities referred to in clauses (a) and (b) aboveSecurities or the Pledged Entitlements; and
(d) subject any and all other (i) funds and Financial Assets and Proceeds thereof now or hereafter deposited in or credited to Section 3.05 hereofAccount No. ▇▇▇▇▇▇▇▇ titled “SB FPR Holdings LLC Defeasance” at Custodian (said account and the related Securities Account, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a)if separate, (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively together referred to as the “Pledged CollateralCollateral Account”). TO HAVE AND TO HOLD , including cash in the amount of $241.82 deposited this date by Pledgor into the Pledged Collateral, together with all right, title, interest, powers, privileges Collateral Account; (ii) interest and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit earnings on any of the Secured PartiesPledged Collateral including interest that accrues either before or after the commencement of any bankruptcy or insolvency proceeding by or against Pledgor or Successor Borrower; (iii) present and future accounts, forever; subjectgeneral intangibles, howeverchattel paper, contract rights, deposit accounts, instruments and documents (as defined in the UCC or in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to such property) now or hereafter relating or arising with respect to the termsPledged Collateral Account and/or the use thereof; and (iv) cash and non-cash Proceeds and products of the items described in subclauses (i), covenants (ii) and conditions hereinafter set forth(iii) above.
Appears in 1 contract
Sources: Defeasance Pledge and Security Agreement (First Potomac Realty Trust)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule IIIII), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary directly owned by such Pledgor or Subsidiary, (B) any issued and outstanding Equity Interest of in any Foreign Subsidiary that is not a “first tier” Foreign Non-Significant Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which the Collateral and Guarantee Requirement Interest in any Permitted Syndication Subsidiary or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Permitted Joint Venture Subsidiary to the extent that, as the pledge of the Closing DateEquity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such (D) any minority Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule IIIII), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Community Health Systems Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include include: (i) (A) more than any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly or any “first tier” Qualified CFC Holding Company owned by such Pledgor or (B) any issued and of the outstanding Equity Interest Interests of any a Foreign Subsidiary or a Qualified CFC Holding Company that is not a “first tier” Foreign SubsidiarySubsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (ii) any Equity Interests that constitute Excluded Assets or that are not required to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesbe pledged as security for Senior Lender Claims, (iii) any Equity Interests if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to which contractual obligations, such Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the Collateral and Guarantee Requirement Issue Date or any provision of Section 6.10 at the time of the ABL Credit Agreement need acquisition of such Equity Interests and was not be satisfied by reason created or made binding on such Equity Interests in contemplation of Section 6.10(g) or in connection with the acquisition of the ABL Credit Agreementsuch Equity Interests, (iv) any Equity Interests of a any Indenture Restricted Subsidiary to owned by the extent thatIssuer or any Indenture Restricted Subsidiary, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person Person that is not directly or indirectly a SubsidiarySubsidiary or (vi) to the extent applicable with regard to any Obligations, any Designated Securities (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”); (b)(ib)
(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIIII), (ii) any debt obligations now or securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any Indenture Restricted Subsidiary to the Issuer or any Indenture Restricted Subsidiary, (B) debt securities issued to the Issuer or any Subsidiary Party for so long as a pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Indenture Documents, the Senior Lender Documents or the Junior Lender Documents, (C) any debt securities that constitute Excluded Assets or that are not required to be pledged as security for Senior Lender Claims and (D) to the extent applicable with regard to any Obligations, any Designated Securities (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ;
(d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Hexion Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranties, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Subsidiary, (B) any issued and outstanding Equity Interest Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower, (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (G) Equity Interests of the Subsidiaries listed on Schedule IV so long as such Equity Interests are transferred to a wholly-owned Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 Loan Party within 60 days of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(gClosing Date and (H) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, Subsidiaries listed on Schedule V so long as such Equity Interests are dissolved or liquidated within 60 days of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(iii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule II, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As collateral and security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Secured Obligations, each Pledgor Borrower hereby assigns pledges, assigns, transfers and pledges grants to the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, Lender a continuing first priority security interest in and lien on all of such Pledgor’s the right, title and interest of Borrower in, to and under the following property (collectively, the "Pledged Collateral"):
(a) the Equity Interests directly owned by it Securities and any interest of Borrower in the entries on the books of any Securities Intermediary (including those listed Intermediary) pertaining to the Securities;
(b) the Pledged Collateral Account and all Security Entitlements with respect to the Securities and with respect to any Permitted Investments (the "Pledged Entitlements");
(c) all Proceeds of the Securities and the Pledged Entitlements, including, without limitation, proceeds of any indemnity, warranty or guarantee payable from time to time with respect to any of the Securities or the Pledged Entitlements, or payments (in any form) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Securities or the Pledged Entitlements by or on Schedule II) behalf of any Governmental Authority, and any and all other Equity Interests obtained amounts from time to time paid or payable under or in connection with any of the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that Securities or the Pledged Stock shall not include Entitlements; and
(d) any and all other (i) funds and Financial Assets and Proceeds thereof, including cash (A) more than 65% of which amount shall not exceed $1,000.00), deposited this date by Borrower into the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor Pledged Collateral Account, now or hereafter deposited in or credited to the Pledged Collateral Account at Custodian (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that which account is not a “first tier” Foreign SubsidiarySecurities Account), (ii) to interest and earnings on any of the extent applicable law requires Pledged Collateral including interest that a Subsidiary accrues either before or after the commencement of such Pledgor issue directors’ qualifying shares, such shares any bankruptcy or nominee insolvency proceeding by or other similar sharesagainst Borrower or Successor Borrower, (iii) present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents (as defined in the Code or in the Uniform Commercial Code as in effect in any Equity Interests jurisdiction whose law applies to such property) now or hereafter relating or arising with respect to which the Pledged Collateral Account and/or the use thereof, and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as cash and non-cash Proceeds and products of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or items described in subclauses (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule IIi), (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”of this Section 2(d); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Defeasance Pledge and Security Agreement (Glimcher Realty Trust)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule II) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Domestic Subsidiary substantially all of whose assets consist of the Equity Interest Interests in “controlled foreign companies” under Section 957 of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiarythe Code, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a any Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or of
(v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(ii) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, securities for borrowed money having an aggregate principal amount in excess of $5,000,000 7,500,000 (which pledge, other than (A) intercompany current liabilities incurred in the case ordinary course of business in connection with the cash management operations of Holdings, the Borrower and the Subsidiaries and (B) any intercompany note evidencing debt owed securities held by a Foreign Subsidiary to a Loan Party, shall be limited to 65% such Pledgor as of the amount outstanding thereunderClosing Date “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Chart Industries Inc)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those in each of its Restricted Subsidiaries listed on Schedule II) I and any other Equity Interests in any Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or Unrestricted Subsidiary, (B) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not acquired pursuant to a “first tier” Foreign Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Second Lien Credit Agreement if such Equity Interests are pledged as security for such Indebtedness or if and for so long as the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) Equity Interests of any Excluded Subsidiary, (iiD) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which the Collateral Administrative Agent and Guarantee Requirement or any provision the Borrower have determined in their reasonable judgment that the costs of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, or be obtained by the Lenders therefrom and (vE) any Equity Interests assets the pledge of a person that which is prohibited by law or by agreements containing anti-assignment clauses not directly overridden by the Uniform Commercial Code or indirectly a Subsidiaryother applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (civ) all other property that may be delivered to and held by the Collateral Agent or the First Lien Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, pursuant to the terms of this Section 2.01; (v) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (diii) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (eiv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) above being collectively referred to as the “Pledged Collateral”); provided, that, notwithstanding anything to the contrary set forth herein, this Agreement shall not constitute a grant of Security Interest in, and the Pledged Collateral shall not include, any property of the Borrower, other than its right, title and interest in, to and under the Equity Interests in SMART Technologies Corporation from time to time and all Proceeds thereof. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Credit Agreement (SMART Technologies Inc.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Parent hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, a security interest in all of such PledgorParent’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those and listed on Schedule II) I hereto, and any all other Equity Interests obtained in the future U.S. Subsidiaries acquired or created from time to time by such Pledgor Parent and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary any issuer of such Pledgor Pledged Stock issue directors’ qualifying shares, such shares or nominee or other similar shares, (iiiii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision the other paragraphs of Section 6.10 5.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g5.10(g) of the ABL Credit Agreement, (iviii) any Equity Interests of a U.S. Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, (iv) any Equity Interests of a U.S. Subsidiary of Parent acquired after the Closing Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) provided that Parent shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (iv) and (v) any Equity Interests of a person Person that is not directly or indirectly a U.S. Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); (cb) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities securities, instruments and agreements referred to in clauses clause (a) and (b) above; (dc) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Parent with respect to the securities securities, instruments and other property agreements referred to in clauses clause (a), (b) and (c) above; and (ed) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured PartiesCreditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Parent Guarantee and u.s. Pledge Agreement (New Skies Satellites Holdings Ltd.)
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule IIthe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Material First Tier Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar qualifying shares, or (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or in any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit AgreementForeign Subsidiary, (iv) any Equity Interests of a Subsidiary to the extent that, as that the granting of a security interest therein would result in a stamp tax or any other duty (the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating so excluded pursuant to such this proviso being collectively referred to herein as the “Excluded Equity Interests”), or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule II), (ii) any debt obligations now or Material Debt Securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As collateral security for the complete payment or and performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligationsthe Obligations of the Pledgor under the Indenture, each the Notes and the Collateral Agreements (as contemplated by Article Eight of the Indenture), the Pledgor hereby assigns pledges, assigns, transfers, sets over and pledges to delivers unto the Collateral Agent, and hereby grants unto the Collateral Agent and its successors and permitted assigns for the ratable benefit of the Secured PartiesHolders and unto their respective successors and assigns, a continuing first priority security interest in all of such Pledgor’s the right, title and interest of the Pledgor in, to and under any and all of the following described property, rights and interests (collectively, the "Pledged Collateral"):
(a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests shares of any “first tier” Foreign Subsidiary directly Capital Stock identified on Schedule A attached hereto of the Subsidiaries and all other wholly-owned by such subsidiaries of the Pledgor or therein set forth (Bthe "Pledged Subsidiaries");
(b) any issued and outstanding Equity Interest all other shares of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee Capital Stock or other similar sharesequity securities issued, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations now or in the future issued to by the Pledged Subsidiaries now or hereafter owned or acquired by the Pledgor in any manner, and the certificates representing such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount and any present or future options, warrants or other rights to subscribe for or purchase any property described in excess Section 1(a) or any notes, bonds, debentures or other evidences of $5,000,000 (which pledgeindebtedness that are at any time convertible, in exchangeable or exercisable into Capital Stock or other equity securities of the case Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any matter affecting the Pledged Subsidiaries and all securities, certificates and instruments representing or evidencing ownership of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), property described in Section 1(a) and (iiithis Section 1(b) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities”); hereof;
(c) subject all shares of Capital Stock, other equity securities of any entity issued to the Pledgor or any other security described in Section 3.05 hereof1(b) if, at the time of issuance, the entity is or as a result of such issuance becomes a Subsidiary under the Indenture (the property described in Section 1(a), Section 1(b) and this Section 1(c) being referred to herein collectively as the "Pledged Securities");
(d) any additional property of the kind or type described in this Section 1 required to be supplied under the terms of this Pledge Agreement; and
(e) all payments proceeds and products of principal or interestthe Pledged Securities, including without limitation dividends, distributions, cash, instruments and other property or securities, now or hereafter at any time or from time to time received, received or receivable or otherwise distributed or distributable in respect of, of or in exchange for any or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Securities; TO HAVE AND TO HOLD the Pledged Collateral, together with all rightrights, titletitles, interestinterests, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants Holders and conditions hereinafter set forthunto their respective successors and assigns.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgor that is a direct or indirect Subsidiary of Holdings, (B) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not a “first tier” Material Foreign Subsidiary, (iiC) to the extent applicable law requires that a Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of such Pledgor issue directors’ qualifying shares, such shares a Foreign Subsidiary that is a direct or nominee or other similar sharesindirect Subsidiary of Holdings, (iiiE) any Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Parent, (H) Equity Interests of any Subsidiary with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary Administrative Agent has confirmed in writing to the extent that, as Borrower its determination that the costs of the Closing Date, and for so long as, such providing a pledge of such its Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, be obtained by the Lenders and (I) pledges prohibited by law or (v) any Equity Interests of a person that is by agreements containing anti-assignment clauses not directly or indirectly a Subsidiaryoverridden by applicable law; (b)(iii) other than in the case of Foreign Holdings (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those in each of its wholly-owned Material Subsidiaries and listed on Schedule II) I and any other Equity Interests in any wholly-owned Material Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Material Foreign Subsidiary, (iiB) Equity Interests of any Unrestricted Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (D) Equity Interests of any Person to the extent applicable law requires that such Person is not a direct Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar sharesany Grantor, (iiiE) any Equity Interests of any Subsidiary with respect to which the Collateral Administrative Agent and Guarantee Requirement or any provision the Borrower have determined in their reasonable judgment that the costs of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such providing a pledge of such Equity Interests would violate a contractual obligation binding on or relating perfection thereof is excessive in view of the benefits to such Equity Interests, be obtained by the Lenders therefrom and (F) pledges prohibited by law or (v) any Equity Interests of a person that is by agreements containing anti-assignment clauses not directly overridden by the Uniform Commercial Code or indirectly a Subsidiaryother applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt obligations now or securities obtained in the future issued to by such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt obligations securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and Agent, its successors and permitted assigns assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract