Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"): (i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation: (1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and (6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation: (1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest; (2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest; (4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); (6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (v) all Financial Assets and Investment Property owned by such Pledgor from time to time; (vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (vii) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Sources: Pledge Agreement (Rj Reynolds Tobacco Holdings Inc), Pledge Agreement (Reynolds American Inc)
Pledge. To secure the Applicable Obligations for such Pledgor and As security for the purposes set forth payment or performance, as the case may be, in Section 1full of the Secured Obligations, including the Note Guarantees, each Pledgor does Grantor hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the relevant Secured Creditors Parties, a security interest in, all of the such Grantor’s right, title and interest in in, to and to the following, under and whether now or hereafter existing or hereafter from time to time acquired (collectively, the "Collateral"):
arising (i) each of all Capital Stock held by it in the Collateral Accounts, including Issuer and any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingWholly Owned Restricted Subsidiary, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or Capital Stock listed on Schedule I and any other Secured Debt Agreement to be deposited Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Collateral Account, Grantor and all investments and all the certificates and other Instruments (including depository receipts, if any) representing all such Capital Stock (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) 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 time the Pledged Equity), in excess of 65% of the issued and outstanding Capital Stock of each such Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company, (D) Capital Stock of any Subsidiary with respect to time representing which the Credit Facility Agent and the Issuer have determined in their reasonable judgment and agreed (as confirmed in writing by the Issuer to the Collateral Agent) that the costs of providing a pledge of such Capital Stock or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (E) any Capital Stock the pledge of which is prohibited by applicable Laws (the Capital Stock referred to in clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (ii) (A) the debt securities owned by it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the samedebt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) 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 2.06, all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other Proceeds received in respect of, the foregoing;
securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all Securities owned by rights and privileges of such Pledgor from time Grantor with respect to time the securities and all options other property referred to in clauses (i), (ii) and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time above; and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1vi) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect Proceeds of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (the items referred to in clauses (i) through (vi) 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 of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedassigns, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the benefit of the capital thereof and its interest in all profitsSecured Parties, incomeforever, surplussubject, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if anyhowever, to terminatethe terms, cancel or modify any general or limited partnership agreement, to execute any instruments covenants and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingconditions hereinafter set forth.
Appears in 2 contracts
Sources: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Pledge. To secure the Applicable Obligations for such Pledgor and for now or hereafter owed or to be performed by the purposes set forth in Section 1Borrower, each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiia) all Limited Liability Company Interests owned by such the Pledgor from time to time and all of such Pledgor's its right, title and interest in each the limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5D) all of such the Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vib) all Security Entitlements owned by such the Pledgor from time to time in any and all of the foregoing; and
(viic) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, “Collateral” shall not include any Dividends paid by the Borrower, in each case to the extent the payment of such Dividends is permitted under Section 9.04 of the Credit Agreement.
Appears in 2 contracts
Sources: Hypothecation Agreement (Directv Holdings LLC), Hypothecation Agreement (Directv Group Inc)
Pledge. To secure 2.1 The Pledgor hereby agrees with the Applicable Obligations for such Pledgee and hereby undertakes that the Pledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign shall grant to the Pledgee the rights of pledge purported to be granted under and pursuant to this Agreement.
2.2 As security for the benefit payment and discharge in full, when due (whether at stated maturity, by acceleration or otherwise), of the relevant Secured CreditorsObligations, and does the Pledgor hereby create a continuing security interest in favor grants, for the duration of the Security Period, to the Pledgee for the benefit a first ranking disclosed right of the relevant Secured Creditors inpledge (openbaar pandrecht eerste in rang), over all of the rightReceivables, title and interest in and to the followingextent it concerns future Receivables, whether now existing or hereafter from time hereby grants in advance (verpanden bij voorbaat) to time acquired (collectivelythe Pledgee a first ranking right of pledge over such future Receivables and the Pledgee hereby accepts such rights of pledge. Furthermore, the "Collateral"):
(i) each of Pledgor will procure that the Collateral AccountsAgent, including any and all assets to the extent necessary, will be included as loss payee in the Insurances.
2.3 In order to perfect the Right of whatever type Pledge, the Pledgee shall notify each Insurance Company (which for the avoidance of doubt also includes Insurance Companies with which the Pledgor will conclude an Insurance in the future, or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or which the Pledgor will be designated as beneficiary under an Insurance in exchange for any or all the future) of the foregoing;Rights of Pledge by sending a notice (mededeling) to the Insurance Company substantially in the form of Annex 3 hereto.
2.4 The Pledgor hereby irrevocably authorises the Pledgee to grant on behalf of the Pledgor, for the duration of the Security Period, a right of pledge on the terms of this Agreement over Receivables acquired by the Pledgor after the date hereof, which authorisation permits the Pledgee to (iialso) all Securities owned by act as the Pledgor’s counterparty within the meaning of section 3:68 (Selbsteintritt) of the Dutch Civil Code.
2.5 The Pledgor irrevocably and unconditionally undertakes to take such Pledgor from time action (including the execution of documents to time be made up in form and all options substance satisfactory to the Pledgee) as and warrants owned by such Pledgor when the Pledgee deems necessary in its reasonable opinion from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time create, perfect and maintain a valid and enforceable first priority right of pledge in favour of the Pledgee with respect to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquiredthe Receivables, including, without limitation:if required, the registration and filing of this Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after the date of this Agreement or the date of any Supplemental Agreement, and the payment of any stamp, registration, notary or other taxes and fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee will be provided with a copy of this Agreement together with proof of registration or filing, as the case may be.
(1) 2.6 In addition to the undertakings contained in Clause 2.5 above, the Pledgor irrevocably and unconditionally undertakes to pledge to the Pledgee on a quarterly basis any and all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled Receivables in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesInsurances it will acquire, if any, or under any limited liability company agreement or operating agreement, or at law or otherwise which it has been designated as beneficiary after the date hereof. To the extent necessary in respect the reasonable opinion of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law the Pledgee to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take pledge any and all other action Receivables acquired by the Pledgor after the date hereof, The Pledgor and the Pledgee shall enter into a Supplemental Agreement within 30 days after the last day of each calendar quarter as of the date of this Agreement.
2.7 The Pledgee hereby grants to the Pledgor (an “Attorney-in-Fact”) a power of attorney (the “Power of Attorney”) which is revocable upon written notice, to represent the Pledgee and to sign and execute on behalf of and in the name of the Pledgee any of such Pledgor Supplemental Agreement in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) the form furnished by or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of the Pledgee, between the Pledgor and the Pledgee, and materially in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.form as attached hereto as Annex 4. The parties agree that section 3:68
Appears in 2 contracts
Sources: Agreement of Disclosed Pledge, Agreement of Disclosed Pledge (New Skies Satellites Holdings Ltd.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing second priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) writings from time to time representing or evidencing the sameConcentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities Stock of GMSCII, or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of GMSCII or any such Vessel Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in GMSCII, or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in GMSCII, or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Secondary Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 2 contracts
Sources: Pledge Agreement (Pagemart Wireless Inc), Pledge Agreement (Information Holdings Inc)
Pledge. To secure the Applicable Obligations for such Pledgor and As collateral security for the purposes set forth payment and performance in Section 1full of all the Secured Obligations, each Pledgor does Grantor hereby grant, pledge pledges and assign assigns to the Pledgee for the benefit of the relevant Secured CreditorsLender, and does hereby create grants to the Lender, a continuing Lien on and security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors inand to, all of the right, title and interest in of such Grantor in, to and to under the followingfollowing property, wherever located, and whether now existing or hereafter arising or acquired from time to time acquired (collectively, the "Pledged Collateral"):
(ia) all Secured Collateral;
(b) to the extent not covered by clause (a) of this sentence, all proceeds and products of each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitationforegoing, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, books and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall records at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due evidencing or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property supporting obligations related thereto, and all cashaccessions of and to, securitiessubstitutions and replacements for, interestand profits and products of, dividendseach of the foregoing, rights and other property at any time and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time received, receivable or otherwise distributed in with respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Pledged Collateral" shall not include, any Excluded Equity, provided that, if any Excluded Equity would have otherwise constituted Pledged Collateral, when such property shall cease to be Excluded Equity, such property shall be deemed at all certificates times from and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and after the date hereof to constitute Pledged Collateral. The Grantors shall from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all at the request of the foregoing; and
Lender give written notice to the Lender identifying in reasonable detail the Excluded Equity (viiand stating in such notice that such Excluded Equity constitutes "Excluded Equity") all Proceeds of any and all of shall provide to the foregoingLender such other information regarding the Excluded Equity as the Lender may reasonably request.
Appears in 2 contracts
Sources: Pledge Agreement (Ideanomics, Inc.), Pledge Agreement (Ideanomics, Inc.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) writings from time to time representing or evidencing the sameConcentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of the Borrower, Arlington or any such Vessel Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in the Borrower, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Applicable Obligations for such The Pledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign pledges to the Pledgee Agent, for the benefit of the relevant Agent and the Holders of Secured CreditorsObligations, and does hereby create a continuing security interest in favor of grants to the Pledgee Agent for the benefit of the relevant Agent and the Holders of Secured Creditors Obligations, a security interest in, all the collateral described in SECTIONS 1.1 through 1.3 below (collectively as of the right, title and interest in and date the same is pledged to the following, whether now existing or hereafter from time to time acquired (collectivelyAgent, the "Pledged Collateral"):
(ia) each The shares of the Collateral Accounts, including any and all assets capital stock of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now ACS owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement Pledgor (such shares being identified on SCHEDULE I attached hereto or on any other Secured Debt Agreement SCHEDULE I attached to be deposited in such Collateral Accountany applicable Pledge Supplement), and the certificates representing the shares of such capital stock (all investments and all certificates and other Instruments (including depository receiptsof said capital stock being hereinafter collectively referred to as the "Pledged Stock"), if any) delivered herewith, or from time to time representing or evidencing time, delivered to the sameAgent accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, interestcash, distributionsinstruments, cash investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock.
(b) The additional shares of capital stock of ACS as required to be delivered pursuant to SECTION 3.2 below, and the certificates, which shall be delivered to the Agent, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Agent is irrevocably authorized to unilaterally amend SCHEDULE I hereto or on any SCHEDULE I to any applicable Pledge Supplement to reflect such additional shares), and all dividends, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;such shares.
(ii) all Securities owned by such Pledgor from time to time 1.2 The property and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest interests in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest property described in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)SECTION 3 below; and
(6) all other property hereafter delivered in substitution for or in addition to any 1.3 All proceeds of the foregoing, all certificates collateral described in SECTIONS 1.1 and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing1.2 above.
Appears in 2 contracts
Sources: Limited Guaranty (Precept Business Services Inc), Credit Agreement (Precept Business Services Inc)
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Collateral Agent for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee Collateral Agent for the benefit of the relevant Secured Creditors inParties in and a lien on, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing.; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Collateral Agent (on behalf of the Secured Parties) acknowledges and agrees that:
Appears in 2 contracts
Sources: Pledge Agreement (CURO Group Holdings Corp.), Pledge Agreement (CURO Group Holdings Corp.)
Pledge. To secure the Applicable Obligations for such Pledgor and (a) As security for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit prompt satisfaction of the relevant Secured CreditorsObligations, Pledgor hereby agrees to pledge, hypothecate, deliver and does hereby create a continuing security interest in favor set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title a lien on and security interest in and to the followingPledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether now existing or hereafter from time not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to time acquired (collectivelyexercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the "Collateral"):right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingstock certificate, including, without limitation, all Financial Assetsany certificate representing a stock dividend or in connection with any increase or reduction of capital, Investment Propertyreclassification, moneysmerger, checksconsolidation, draftssale of assets, Instrumentscombina tion of shares, Securities stock split, spin-off or interests therein of any type split-off; (ii) option, warrant or nature deposited right, whether as an addition to or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of substitution or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Pledged Securities;
, or otherwise; or (iii) all Limited Liability Company Interests owned dividends or distributions payable in property, including securities issued by such an issuer other than Pledgee; then, Pledgor from time shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to time and all of such the Pledgee in the exact form received with, as applicable, Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreementendorsement, or at law or otherwise appropriate stock powers duly executed in respect of such Limited Liability Company Interests;
blank, (4with signatures "bank guaranteed") all present and future claims, if any, of any of such which the Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law hereby unconditionally agrees to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementmake and/or furnish, to execute any instruments and be held by Pledgee, subject to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLCterms hereof, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any as part of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingSecurities.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Aviation Holdings Group Inc/Fl), Stock Pledge Agreement (Aviation Holdings Group Inc/Fl)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing second priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) writings from time to time representing or evidencing the sameConcentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities Stock of GMSC, Arlington or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of GMSC, Arlington or any such Vessel Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in GMSC, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in GMSC, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Sources: Secondary Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and time, including, without limitation, all options and warrants owned by such Pledgor from time to time to purchase SecuritiesDistributor Notes;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time;
(g) all of such Pledgor's right, title and interest in, to and under the Distributor Notes and the Distributor's Agreements, together with all accessions thereto, all rights to payments thereunder, and all substitutions and replacements therefor; and
(viih) all Proceeds and products of any and all of the foregoing.. Notwithstanding anything to the contrary contained in this Section 3.1, (i) no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation although each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (ii) no Pledgor shall be required to pledge hereunder any Stock held by such Pledgor of Quality Bakers of America, Inc. so long as (x) such Pledgor is prohibited from pledging such Stock pursuant to the terms of the organizational documents of Quality Bakers of America, Inc. or any shareholders' agreement applicable to such Stock and (y) the Borrower and its Subsidiaries taken as a whole do not constitute the controlling shareholders of Quality Bakers of America, Inc.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Pledge. To secure the Applicable punctual payment and performance of all and each and every part of the Obligations for such Pledgor and for now or at any time hereafter owed or to be paid or performed by each or any of the purposes set forth in Section 1Credit Parties, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to Secured Debt Agreements from time to time in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors inin and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "CollateralCOLLATERAL"):
(ia) each of the Collateral AccountsAccounts of such Pledgor, including any and all assets of whatever the Property of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, whether such Property is now owned or hereafter acquired, existing or arisingis hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Secured Debt Agreement Agreements to be deposited in such Collateral Account, and all investments Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or acquired by such Pledgor from time to time;
(c) all Limited Liability Company Interests owned or acquired by such Pledgor from time to time (excluding those in any limited liability company that is not a Subsidiary of the Parent Company or of the Borrower to the extent (and all options and warrants owned by only to the extent) that such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such Pledgor from time to time limited liability company), and all of such Pledgor's its right, title and interest in each limited liability company to which each of such interests relaterelates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all the of its capital thereof therein and all of its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement, operating agreement or operating agreementother Governing Documents, or at law law, or otherwise in respect of any such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's rights under any limited liability company agreement or agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or operating agreementother Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, checks or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned or acquired by such Pledgor from time to time (excluding those in any partnership that is not a Subsidiary of the Parent Company or of Borrower to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership), and all of such Pledgor's its right, title and interest in each partnership to which each of such interests relaterelates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all of the its capital thereof therein and all of its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership agreement, operating agreement or other agreement Governing Documents, or at law law, or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's rights under any partnership agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general or limited partnership agreement, operating agreement or other Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that (A) no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (B) each Pledgor shall in any event be required to pledge hereunder 100% of the Non-Voting Stock of any Foreign Corporation at any time or from time to time owned or acquired by such Pledgor.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor (but the rights and for remedies between the purposes set forth in Section 1First-Lien Collateral Agent and the Second-Lien Collateral Agent are subject to the terms of the Intercreditor Agreement), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement Second-Lien Note Indenture or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder (x) to the extent such equity interests are the property of the Pledgor any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the exclusion to this clause (x) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (y) to the extent such equity interests are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (z) more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. To secure the Applicable Obligations for such Pledgor and for now or hereafter owed or to be performed by the purposes set forth in Section 1Pledgor, each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, but subject to the "terms of the proviso to this Section 3.1, the “Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such the Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which such interests relatethe Limited Liability Company, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any the limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any the limited liability company agreement or operating agreement, or at law or otherwise in respect of such the Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC the Limited Liability Company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's ’s rights under any the limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such the Limited Liability Company Interests, including any power to terminate, cancel or modify any the limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such the Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any the Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vib) all Security Entitlements owned by such the Pledgor from time to time in any and all of the foregoing; and
(viic) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) (x) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the case may be, whether now existing or hereafter acquired, including, without limitationlimitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, Partnership Assets, and other distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests;
(2B) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement, operating agreement or operating partnership agreement, or at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company and/or partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement, operating agreement or operating partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or modify any such limited liability company agreement, operating agreement or operating partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest or Partnership Interest and any such Pledged LLClimited liability company and/or partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(viv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viivi) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.
Appears in 1 contract
Pledge. To secure the Applicable punctual payment or performance of all and each and every part of the Obligations for such Pledgor and for now or hereafter owed or to be paid or performed by the purposes set forth in Section 1Pledgor, each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to the Collateral pursuant to the Loan Documents from time to time in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, in all of the rightrights, title and interest interests of the Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "CollateralCOLLATERAL"):
(ia) each of the Collateral AccountsAccounts of the Pledgor, including any and all assets of whatever the Property of whatsoever type or kind from time to time deposited by such the Pledgor in each such Collateral Account, whether such Property is now owned or hereafter acquired, existing or arisingis hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Secured Debt Agreement Loan Documents to be deposited in such Collateral Account, and all investments Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or acquired by such the Pledgor from time to time (but excluding any Stock of Subsidiaries, except for the Chiq▇▇▇▇ ▇▇▇th Pacific Equity, and all options also excluding any Notes payable by Subsidiaries of the Pledgor, other than the Chiq▇▇▇▇ ▇▇▇th Pacific Note and warrants owned by such Pledgor from time to time to purchase Securitiesthe Friday Note);
(iiic) all Limited Liability Company Interests owned or acquired by such the Pledgor from time to time (including those in Friday, but excluding those in any other limited liability company that is a Subsidiary of the Pledgor, and also excluding those in any limited liability company that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such limited liability company) and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all the of its capital thereof therein and all of its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds damages or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law law, or otherwise in respect of such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, checks or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned or acquired by such the Pledgor from time to time (excluding those in any partnership that is a Subsidiary of the Pledgor, and also excluding those in any partnership that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership) and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all of the its capital thereof therein and all of its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such the Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds damages or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership or other agreement or operating agreement, or at law law, or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such the Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of such the Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned or acquired by such the Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned or acquired by the Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that notwithstanding anything in this Agreement or in any of the other Collateral Documents to the contrary, the Pledgor shall NOT be required to pledge, and the term "COLLATERAL" shall be deemed NOT to include:
(i) any Equity Interests now owned or hereafter acquired by the Pledgor in any Persons which are or (in connection with such acquisition) become Subsidiaries of the Pledgor, other than the Pledgor's Limited Liability Company Interests in Friday and the Chiq▇▇▇▇ ▇▇▇th Pacific Equity that it shall own or from time to time acquire;
(ii) the Equity Interests of the Pledgor in Lind▇▇▇▇▇ and Securities Transfer;
(iii) the Pledgor's interest in any Note issued by Lind▇▇▇▇▇ ▇▇ Securities Transfer or by any Subsidiary of the Pledgor to the Pledgor, other than the Chiq▇▇▇▇ ▇▇▇th Pacific Note and the Friday Note, each of which is pledged hereunder; or
(iv) the Pledgor's interest in any Securities that are held in accounts which are opened and maintained by the Pledgor as a fiduciary for its employees or otherwise in connection with the Pledgor's employee benefits plans, and specifically, any Securities included in the "Capital Appreciation Plan" of the Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Chiquita Brands International Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create create, in each case a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, in all of the right, title and interest of such Pledgor in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities held or owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests held or owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests held or owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by of such Pledgor from time to time;
(vif) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement and except to the extent that such pledge is to secure the obligations of a Foreign Credit Party (including any guaranty thereof by a US Credit Party), no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (b) above shall not apply to, more than 65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the term "Collateral" include, and no Pledgor shall be required to pledge, (I) the Stock of CanCo (until such time as such Stock is no longer subject to the terms of the Campbell Can Pledge Agreement or otherwise prohibited to be pledged ▇▇▇▇▇▇▇▇r by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity ▇▇▇▇▇▇▇ts (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. (a) To secure the Applicable Obligations for of such Pledgor and for the purposes set forth in Section 11 hereof, each Pledgor does hereby grant, pledge and assign (i) grants to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the Collateral owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of other certificated Securities or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Pledgee upon the terms and conditions set forth in this Agreement or any other Secured Debt Agreement and (iv) transfers and assigns to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or Pledgee all of the foregoing;
such Pledgor's (iix) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interests and all of such interests relatePledgor's right, whether now existing or hereafter acquiredtitle and interest in each Pledged LLC, in each case including, without limitation:
(1i) all of the capital thereof and its interest in all profits, income, surplusessurplus, losses, Limited Liability Company AssetsPartnership Assets (as defined below), distributions LLC Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Limited Liability Company InterestsCollateral;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestsany such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or other agreement or at law or otherwise in respect of any such Partnership InterestCollateral;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest or Membership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest or Membership Interest and any Pledged Partnership, Entity to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership AssetAsset (as defined below) or LLC Asset (as defined below), to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing;
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing.
(b) As used herein, the term "Partnership Assets" and "LLC Assets" shall mean, respectively, all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership and limited liability company capital and interests in other partnerships and limited liability companies), at any time owned by any Pledged Partnership or Pledged LLC or represented by any Partnership Interest or Membership Interest.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (w) Vanguard Health Management, Inc. shall not be required to pledge any Equity Interests in Healthcare Airplane Group LLC; provided that (i) Healthcare Airplane Group LLC shall be dissolved on or prior to December 31, 2004 or such later date as the Collateral Agent may agree in its sole discretion and (ii) if Healthcare Airplane Group LLC is not dissolved prior to such time, such Equity Interests shall be pledged hereunder pursuant to the provisions hereof, (x) no Pledgor shall be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 9.15 of the Credit Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000, (y) the pledge hereunder of the Equity Interests of any Foreign Subsidiary by a Pledgor (to the extent that such Pledgor is not a Foreign Subsidiary) shall be limited solely to no more than 65% of the Voting Stock and 100% of the Non-Voting Stock of such Pledgor's "first tier" Foreign Subsidiaries and (z) the equity interests of such Pledgor in The ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and South Texas MRI Ltd. shall not be required to be pledged hereunder so long as the requisite consents to allow such pledge have not been obtained; provided that (i) the Pledgors agree to use their commercially reasonable efforts to obtain such consents and (ii) if any such consent is obtained, the Equity Interests of the entity for which such consent has been obtained shall be pledged hereunder pursuant to the provisions hereof.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in each such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in any Excluded Collateral. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) possession of Instruments constituting Notes, (iv) as provided in Section 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this paragraph.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingConcentration Accounts;
(iib) all Securities Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any such Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company company agreement or otherwise, whether as contractual obligations, damages, insurance insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestsecurity interests, liens and remedies, if any, under any limited liability company agreement agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (includingincluding, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Operating Account that will be established on the Collateral AccountsDelivery Date, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingOperating Accounts;
(iib) all Securities Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any such Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Genco Shipping & Trading LTD)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject only to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relate, whether now existing or hereafter acquiredLimited Liability Company Interest relates, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relate, whether now existing or hereafter acquiredPartnership Interest relates, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. To secure the Applicable Obligations for such Pledgor payment and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit performance of the relevant Secured CreditorsObligations (as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto CoBank, and does hereby create grants to CoBank a continuing lien upon and a security interest in favor (a) all capital stock of Shenandoah Telephone Company, Shenandoah Cable Television Company, ShenTel Service Company, Shenandoah Personal Communications Company, Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743 Shenandoah Valley Leasing Company, Shenandoah Mobile Company, Shenandoah Long Distance Company, Shenandoah Network Company, Shentel Management Company, Shentel Converged Services, Inc. and ShenTel Communications Company now owned or hereafter acquired by the Pledgor, and any other corporation of which the Pledgor now owns or hereafter acquires fifty percent (50%) or more of the Pledgee for the benefit of the relevant Secured Creditors inissued and outstanding capital stock (all such corporations, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "CollateralPledged Subsidiaries"):
) and (ib) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and additional shares or securities or other property at any time and from time to time received, receivable or otherwise distributed distributable in respect of of, in exchange for, or in exchange for liquidation of, any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's rightstock, title and interest in each partnership to which together with the proceeds thereof (all such interests relateshares, whether now existing or hereafter acquiredcapital stock, includingsecurities, without limitation:
(1) all of the capital thereof and its interest in all profitscash, income, surplus, losses, Partnership Assets, distributions property and other payments to which such Pledgor shall proceeds thereof, collectively, the "Pledged Collateral"). Notwithstanding the foregoing, if at any time be entitled in respect the Pledgor demonstrates to CoBank on a pro forma basis, taking into consideration the acquisition of any Pledged Subsidiary hereafter acquired by the Pledgor, that the Pledgor will achieve and maintain for the then remaining life of the Loans (i) a Total Leverage Ratio (as determined in accordance with Section 7 of the MLA) less than or equal to 2.5:1.0 and (ii) an Equity to Total Assets Ratio (as determined in accordance with Section 7 of the MLA) greater than or equal to 35.0%, and the remaining life of the all Loans then outstanding is less than 7 years, CoBank shall release the lien and security interest granted herein in such Partnership Interest;
shares, capital stock, securities, cash, property and other proceeds thereof of such Pledged Subsidiary. Upon a determination by CoBank to grant such a request, for purposes of this Pledge Agreement such entity shall no longer be considered a Pledged Subsidiary, all such shares, capital stock, securities, cash, property and other proceeds shall no longer be considered part of the Pledged Collateral, and CoBank shall deliver to the Pledgor UCC termination statements and any other documents reasonably requested by the Pledgor to evidence such release. The Pledgor shall promptly deliver to CoBank (2i) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, certificates or other instruments representing any securities now or ordershereafter included in the Pledged Collateral (the "Pledged Securities"), to file any claims accompanied by duly executed stock powers in blank and to take any action in connection with any of the foregoing by such other instruments or documents as CoBank or its counsel may reasonably request and (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6ii) all other property now or hereafter delivered in substitution for or in addition to any comprising part of the foregoingPledged Collateral, all certificates accompanied by proper instruments of assignment duly executed by the Pledgor and instruments representing or evidencing by such other property instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all the numbers of the foregoing; and
(vii) certificates therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 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 Proceeds of any rights, titles, interests, powers, privileges and all of preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the foregoingterms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Shenandoah Telecommunications Co/Va/)
Pledge. To secure the Applicable Obligations for now or hereafter owed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsBeneficiaries, and does hereby create a continuing security interest (subject to those Encumbrances permitted to exist with respect to the Collateral pursuant to the terms of all of the Senior Finance Documents then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors Beneficiaries in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Senior Finance Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided, however, that notwithstanding the foregoing, in no event shall the Pledgors be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured Obligations. For the avoidance of doubt,
(i) all Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and
(ii) such Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, 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 United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the Group files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to pledge in favor of the Security Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.
Appears in 1 contract
Sources: Pledge Agreement (Wakefield Cable Communications LTD)
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1now or hereafter owed or to be performed by each Pledgor, each Pledgor does hereby create, grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsCreditors (except as otherwise provided in clause (z) of the last paragraph of this Section 3.1), and does hereby create (and, to the extent the following constitutes "Collateral" under, and as defined in, the Original US Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original US Pledge Agreement of) a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors (subject to Permitted Liens) in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral") (it being understood and agreed that the security interest granted herein (x) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (y) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing.
(I) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 3.1 for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and (II) with respect to the Second Lien Creditors, the term "Collateral" shall not include the Second Lien Excluded Collateral.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, however, this Agreement includes the pledge of capital stock of each Regulated Insurance Company. [Notwithstanding anything to the contrary contained herein (i) SNIG is not pledging any capital stock of SNCHC or its general partnership interest in SNAC and (ii) SNCHC is not pledging its general partnership interest in SNAC.]
Appears in 1 contract
Sources: Pledge Agreement (Superior National Insurance Group Inc)
Pledge. To secure (a) As collateral security for all of his indemnification obligations under Article VIII of the Applicable Obligations for such Merger Agreement (the "Secured Obligations"), the Pledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign grants to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor and a lien upon, and hereby assigns, transfers, pledges and sets over to the Pledgee (i) the Pledged Shares and the certificates representing the Pledged Shares, (ii) all distributions or payments, whether in cash or in kind, upon or in connection with the Pledged Shares, whether such distributions or payments are by reason of any stock dividend, stock split, spinoff, merger or in partial or complete liquidation, or the result of reclassification, readjustment or any other changes in the capital structure of the Pledgee for or otherwise, (iii) all subscriptions, warrants, options and any other rights issued upon or in connection with the benefit Pledged Shares, and (iv) all proceeds of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired foregoing (collectively, the "Collateral"):) .
(ib) each All certificates or instruments representing or evidencing the Collateral shall be delivered to, and held by or on behalf of, the Pledgee pursuant to the terms of this Pledge Agreement and shall be accompanied by undated stock powers duly executed in blank or by other instruments of transfer or assignment, all in form and substance satisfactory to the Pledgee.
(c) The Pledgee shall not have any duty with respect to any of the Collateral Accountsother than the duty to use reasonable care in the safe custody of the Collateral in its possession and shall not incur any liability whatsoever so long as it has acted in good faith, including except for willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Pledgee shall not be under any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein obligation to take any steps necessary to preserve the value of any type of the Collateral or nature deposited to preserve its or required by Pledgor's rights in the Credit Agreement Collateral or against any other Secured Debt Agreement to be deposited in such Collateral AccountPersons, but may do so at its option, and all investments expenses incurred in connection therewith shall be for the sole account of the Pledgor.
(d) If necessary, in the opinion of the Pledgee, for the better protection of the Pledgee's rights in and to the Collateral and to facilitate the implementation of such rights, the Pledgor shall, upon the request of the Pledgee made at any time following delivery of the Collateral to the Pledgee, cause all certificates and other Instruments (including depository receiptsthe Collateral to be transferred, if any) registered or otherwise put into the name of Pledgee or such nominee or nominees as the Pledgee shall from time to time representing direct. To that end, if the Pledgee transfers all or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all a portion of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing Collateral into its name or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLCits nominee or nominees, to make determinationsthe Pledgee shall, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any upon the request of the foregoing Pledgor, unless an Event of Default (as defined below) shall have occurred and be continuing, execute and deliver or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights cause to be exercisable only upon executed and delivered to the occurrence and during Pledgor, proxies with respect to the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingCollateral.
Appears in 1 contract
Sources: Pledge Agreement (Physician Computer Network Inc /Nj)
Pledge. To secure the Applicable prompt payment and performance of all and each and every part of the Obligations for such Pledgor and for now or at any time hereafter owed or to be paid or performed by each or any of the purposes set forth in Section 1Loan Parties, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to the Credit Agreement and the other Loan Documents from time to time in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors inParties in and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts of such Pledgor, including any and all assets of whatever the Property of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, whether such Property is now owned or hereafter acquired, existing or arisingis hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Secured Debt Agreement Loan Documents to be deposited in such Collateral Account, and all investments Investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or acquired by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned or acquired by such Pledgor from time to time time, and all of such Pledgor's its right, title and interest in each limited liability company to which each of such interests relaterelates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all the of its capital thereof therein and all of its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement, operating agreement or operating agreementother Governing Documents, or at law law, or otherwise in respect of any such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any limited liability company agreement or agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or operating agreementother Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, checks or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned or acquired by such Pledgor from time to time time, and all of such Pledgor's its right, title and interest in each partnership to which each of such interests relaterelates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(1i) all of the its capital thereof therein and all of its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership agreement, operating agreement or other agreement Governing Documents, or at law law, or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any partnership agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general or limited partnership agreement, operating agreement or other Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing.;
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and (a) As collateral security for the purposes set forth payment and performance in Section 1full of all the Secured Obligations, each Pledgor does the Grantor hereby grantpledges, pledge assigns and assign grants to the Pledgee Trustee for the ratable benefit of the relevant Secured CreditorsParties, a lien on and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, and to all of the right, title and interest in of such Grantor in, to and to under the followingfollowing property, wherever located, and whether now existing or hereafter arising or acquired from time to time acquired (collectively, the "“Collateral"):
”): (i) each 100% of the Collateral AccountsLLC Interests directly held and owned by the Grantor, including as the sole member of GCI; and (ii) to the extent not covered by clause (i) of this sentence, all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein proceeds of any type indemnity, warranty or nature deposited or required by guaranty payable to the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) Grantor from time to time representing or evidencing with respect to the sameforegoing.
(b) Upon the occurrence and during the continuance of an Event of Default under the Indenture, and the Trustee shall have the right to receive all dividends, interest, distributions, cash fees, compensation and other property from time monies constituting or payable with respect to time receivedthe LLC Interests and the same and the proceeds thereof shall be applied, receivable or otherwise distributed along with other stated payments due under the Indenture, to the Secured Obligations in respect of or accordance with the Indenture until the Secured Obligations shall have been repaid in exchange for any or all of the foregoing;full.
(iic) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon Upon the occurrence and during the continuation of a Noticed an Event of Default); and
Default under the Indenture, following written notice by the Trustee (6acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor: (i) all other property hereafter delivered in substitution for or in addition to any rights of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, Grantor to receive the dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other interest payments which it would otherwise be authorized to receive and retain with respect to the LLC Interests shall cease and all such rights shall thereupon be vested in the Trustee which shall then have the sole right to receive and hold such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
dividends, distributions and interest payments; and (2ii) all other dividends, distributions and interest payments due or which are received by the Grantor contrary to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any provisions of the foregoing clause (i) shall be received in trust for the benefit of the Trustee, shall be segregated from other property or for any Partnership Assetfunds of the Grantor, and shall be forthwith paid over to the Trustee in the exact form received, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of be held by the foregoing Trustee as further collateral security for the Secured Obligations.
(with all of the foregoing rights to be exercisable only upon d) Upon the occurrence and during the continuation continuance of a Noticed an Event of Default);Default under the Indenture, and following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor, all rights of the Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the LLC Interests shall cease and all such rights shall thereupon become vested in the Trustee which shall then have the sole right to exercise such voting and other consensual rights. Notwithstanding any other provision of this Agreement, the Trustee shall not be deemed to assume any contractual obligation of the Grantor owing to any Person by reason of this Agreement or a foreclosure by the Trustee on the LLC Interests, and such obligations shall remain the obligations of the Grantor.
(6e) all other property hereafter delivered in substitution for The Trustee shall not be obligated to perform or in addition discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability imposed on the Grantor under or by reason of any organizational document of the foregoingGrantor or GCI, all certificates and instruments representing or evidencing such other property the Grantor does hereby agree to indemnify the Trustee for and all cash, securities, interest, dividends, rights and other property at any time to hold the Trustee harmless of and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
liability, loss, damage, tax, judgment, suit, penalty, cost, or expense (vii) all Proceeds including, without limitation, fees, costs and expenses of any counsel, experts and all agents) which it may or might incur as a result of the foregoingthis Agreement or any such obligation, duty or liability or any action or claim relating thereto.
Appears in 1 contract
Pledge. (a) To secure induce the Applicable Obligations for such Pledgor Bank to enter into this ------ Agreement and to issue the Letter of Credit, the Company hereby pledges, conveys and assigns to the Bank, and hereby grants to the Bank a continuing first lien and security interest in, any unremarketed bonds (as the same may be from time to time delivered to the Trustee or the Paying Agent as collateral agent for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign Bank pursuant to the Pledgee Indenture), any proceeds of such Bonds, all of the Company's rights to receive unremarketed bonds and all of the Company's right, title and or interest in and to unremarketed bonds, in each case as security for the Company's obligations hereunder.
(b) The Company hereby consents to each of the Trustee or the remarketing agent acting as the agent and bailee of the Bank for the purpose of perfecting the lien of the pledge hereunder, and of holding the collateral for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and Bank pursuant to the following, whether now existing or hereafter from time to time acquired Indenture.
(collectively, the "Collateral"):
c) If (i) each of the Collateral Accounts, including any and all assets of whatever type Company makes or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement causes to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time made to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of Bank a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled prepayment in respect of any Demand Loans outstanding under Article IV of this ---------- Agreement or (ii) the remarketing agent causes Bank Bonds at the time held hereunder to be purchased, the Bank agrees, upon receipt of such Partnership Interest;prepayment of such remarketing proceeds, to release from the lien of the pledge hereunder and deliver to the Company or the remarketing agent, as the case may be, Bank Bonds, the principal amount of which is equal to the prepayment or reimbursement so made or to the principal amount so purchased.
(2d) all other payments due or to become due to such Pledgor in respect of Notwithstanding any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and provisions contained in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) Bonds or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for other Related Documents, regardless of the interest rate payable on any Partnership AssetBank Bond, the Bank shall be entitled to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with collect interest from the Company on any of the foregoing (with all of Demand Loans at the foregoing rights to be exercisable only upon the occurrence rates as described and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution provided for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingherein.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now Subject Stock owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiib) to the extent Subject Stock consists of Limited Liability Company Interests, all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relatetime, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(c) to the extent Subject Stock consists of Partnership Interests, all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoingExisting Collateral; and
(viie) all Proceeds of any and all of the foregoing. provided that (i) no Pledgor shall be required at any time to pledge hereunder any Equity Interest (or any Proceeds thereof) held by such Pledgor in the STP Nuclear Operating Company and (ii) so long as no Event of Default has occurred and is continuing, any and all Liens created hereby shall, without any further action by any Person, be released in respect of amounts paid by any Pledgor as cash Dividends in compliance with Section 9.06 of the Credit Agreement, immediately upon such payment.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now Stock owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock;
(iiib) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivc) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vd) all Financial Assets and other Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all that constitutes Equity Interests of the foregoinga Person that is a Subsidiary of a Pledgor; and
(viie) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"):
(i) ”): each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) ; all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) ; all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(1) , to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) ; all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) ; all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) ; all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company in connection with such Limited Liability Company Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5) ; all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence foregoing; and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) ; all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation:
(1) all , to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: all its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) Interests; all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) ; all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership Interest;
(4) Interests; all present and future claims, if any, of such Pledgor against any Pledged such partnership in connection with such Partnership Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5) ; all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence foregoing; and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) ; all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) ; all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) and all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) no Pledgor shall be required to pledge the Equity Interests of Western Money Systems until such Equity Interests are required to be pledged pursuant to Section 13.20 of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Global Cash Access Holdings, Inc.)
Pledge. To secure 1.1 The Pledgor hereby pledges with effect from the Applicable Obligations for such Pledgor and Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the purposes set forth in Section 1due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, each the Pledgor does hereby grantshall within ten (10) calendar days from the Effective Date, pledge and assign deliver the share certificates relating to the Pledgee Pledged Shares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof.
1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security for the benefit Secured Obligations.
1.4 The Pledge confers upon the Vendors the right to obtain payment out of the relevant Secured Creditors, Pledged Shares with privilege over other creditors as provided by Greek law and does hereby create a continuing security interest in favor right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest Obligations shall have been paid in and full.
1.5 Subject to the following, whether now existing or hereafter from time to time acquired (collectivelyterms and provisions of this Agreement, the "Collateral"):
(i) each of the Collateral Accounts, including any Pledge shall extend to and include all dividends and all assets of whatever type shares (and dividends in respect thereof), rights, monies or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from accruing or offered at any time to time receivedby way of redemption, receivable substitution, bonus, preference, option or otherwise distributed to or in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time Pledged Shares and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's rightallotments, title and interest in each limited liability company to which such interests relateaccretions, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions offered and other payments to which such Pledgor shall rights, benefits and advantages whatsoever at any time be entitled accruing, made, offered or arising in respect of such Limited Liability Company Interests;any of the Pledged Shares.
(2) all other payments due 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or either of them, prior to become due to such Pledgor the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of Limited Liability Company Interestsany calls, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, instalments or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition payments relating to any of the foregoingPledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all certificates times indemnify and instruments representing hold harmless the Vendors against and from all demands made against either the Pledgor or evidencing such the Pledged Shares, payments made by it, and costs, expenses, damages, losses or other property and all cash, securities, interest, dividends, rights and other property liabilities incurred or suffered by it at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all calls, instalments or other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingaforesaid.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. It being agreed and understood that nothing in this Agreement shall constitute (or shall be deemed to constitute) a grant, pledge or assignment of the Unrestricted Subsidiaries interest in Northeast Competitive Access Providers, LLC.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and As security for the purposes set forth in Section 1, each due and timely payment and performance by the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsObligations, the Pledgor hereby assigns, pledges and does hereby create grants a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the his right, title and interest in and to such number of shares in the following, whether now existing capital of the Corporation held by the Pledgor as is determined under Section 2 of this Agreement and any substitutions therefore and proceeds thereof (the "Pledged Shares") to and in favor of ICGO. The Pledgor has deposited with Merrill Lynch the Pledged Shares in a custodial account administered ▇▇ ▇▇▇▇ ▇▇▇▇▇her with the appropriate transfer and other documents to enable ICGO or hereafter from time its nominee to time acquired (collectivelybe registered as the owner thereof and to transfer or sell the Pledged Shares upon any enforcement thereof. If the Pledgor acquires any certificates evidencing shares required to be included as Pledged Shares after the date hereof, the "Collateral"):
(i) each Pledgor shall, forthwith upon receipt of such certificates, deliver such certificates to ICGO together with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell or cause to be transferred or sold such Pledged Shares upon any enforcement thereof. All rights of ICGO and the security interest hereunder and all obligations of the Collateral AccountsPledgor hereunder shall be absolute and unconditional, including irrespective of: (a) any and all assets lack of whatever type validity or kind deposited by such Pledgor enforceability of the Promissory Notes, (b) any change in such Collateral Account, whether now owned the time or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein manner of any type or nature deposited or required by payment of the Credit Agreement Obligations or any amendment to the Promissory Notes, (c) any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreementcircumstance that might constitute a defence available to, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claimsa discharge of, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Share Pledge Agreement (Internet Capital Group Inc)
Pledge. To secure (a) The Pledgor hereby confirms that pursuant to the Applicable Obligations for such Existing LLC Pledge Agreement the Pledgor transferred, pledged and for assigned to the purposes set forth in Section 1Pledgee, each Pledgor does hereby grant, pledge and assign granted to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"):); and the Pledgor does hereby repeat and confirm, on and as of the date hereof, such transfer, pledge, assignment and grant of a first priority security interest:
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such the Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquiredthe Issuer, including, without limitation:
(1A) all the capital thereof and its the Pledgor's interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement the Limited Liability Company Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its the Pledgor's claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement the Limited Liability Company Agreement or operating agreementotherwise, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5D) all of such the Pledgor's rights under any limited liability company agreement or operating agreement the Limited Liability Company Agreement or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementthe Limited Liability Company Agreement, if any, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLCthe Issuer, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivii) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such extent that the Pledgor shall at any time be entitled in respect of have any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel title or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoinginterest therein, all certificates and instruments representing or evidencing such other property and all cashshares of Capital Stock of NEG, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoingInc.; and
(viiiii) all Proceeds of any and all of the foregoing. The foregoing transfer, pledge, assignment and grant of a first priority security interest is made to secure the prompt and complete payment and performance when due of all Tranche A Secured Obligations.
(b) The Pledgor does hereby transfer, pledge and assign to the Pledgee, and does hereby grant to the Pledgee a second priority security interest in, all of the right, title and interest of the Pledgor in all Collateral whether now existing or hereafter acquired by the Pledgor. The foregoing transfer, pledge, assignment and grant of a second priority security interest is made to secure the prompt and complete payment and performance when due of the Tranche B Secured Obligations.
(c) The security interest granted in Section 3.1(a) shall be senior in priority to the security interest granted in Section 3.1(b).
Appears in 1 contract
Sources: LLC Pledge Agreement (Pg&e Corp)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ive) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vf) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vig) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viih) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to the purposes set forth in proviso at the end of this Section 13.1), each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors Parties in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets of such limited liability company and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets of any such partnership and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing;
(ve) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (i)(x) no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 7.02(j) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and (y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, that each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1.
Appears in 1 contract
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Collateral Agent for the benefit of the relevant Notes Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee Collateral Agent for the benefit of the relevant Notes Secured Creditors inParties in and a continuing lien on, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, wherever located (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Indenture Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) to the extent not otherwise included, all rights of any nature whatsoever in respect of the Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ive) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vf) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vig) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viih) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65.0% of all of the outstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding any of the other provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (in the absence of any other applicable limitation) include, and such Pledgor shall be deemed to have granted a security interest in, such P▇▇▇▇▇▇’s right, title and interest in and to such asset or other property and such asset or other property shall no longer constitute Excluded Assets.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To Subject to the Intercreditor Agreement with respect to rights and remedies between First-Lien Collateral Agent and the Pledgee, to secure the Applicable PBGC Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to the purposes set forth proviso at the end of this Section 3.1 in Section 1the case of Voting Equity Interests of first-tier Foreign Subsidiaries pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for its own benefit and the benefit of the relevant Secured PBGC Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for its own benefit and the benefit of the relevant Secured PBGC Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that, notwithstanding anything to the contrary contained in this Agreement, the term “Collateral” as used herein shall not include any of the Voting Equity Interests of a first-tier Foreign Subsidiary of any Pledgor in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of such first-tier Foreign Subsidiary.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, the Collateral shall not include any Excluded Assets (as such term is defined in the Security Agreement).
Appears in 1 contract
Sources: Pledge Agreement (Central Texas Corridor Hospital Company, LLC)
Pledge. To secure 1.1 The Pledgor hereby pledges with effect from the Applicable Obligations for such Pledgor and Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the purposes set forth in Section 1due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, each the Pledgor does hereby grantshall within ten (10) calendar days from the Effective Date, pledge and assign deliver the share certificates relating to the Pledgee Pledged Shares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof.
1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security for the benefit Secured Obligations.
1.4 The Pledge confers upon the Vendors the right to obtain payment out of the relevant Secured Creditors, Pledged Shares with privilege over other creditors as provided by Greek law and does hereby create a continuing security interest in favor right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest Obligations shall have been paid in and full.
1.5 Subject to the following, whether now existing or hereafter from time to time acquired (collectivelyterms and provision this Agreement, the "Collateral"):
(i) each of the Collateral Accounts, including any Pledge shall extend to and include all dividends and all assets of whatever type shares (and dividends in respect thereof), rights, monies or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from accruing or offered at any time to time receivedby way of redemption, receivable substitution, bonus, preference, option or otherwise distributed to or in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time Pledged Shares and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's rightallotments, title and interest in each limited liability company to which such interests relateaccretions, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions offered and other payments to which such Pledgor shall rights, benefits and advantages whatsoever at any time be entitled accruing, made, offered or arising in respect of such Limited Liability Company Interests;any of the Pledged Shares.
(2) all other payments due 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or either of them, prior to become due to such Pledgor the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of Limited Liability Company Interestsany calls, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, instalments or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition payments relating to any of the foregoingPledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all certificates times indemnify and instruments representing hold harmless the Vendors against and from all demands made against either the Pledgor or evidencing such the Pledged Shares, payments made by it, and costs, expenses, damages, losses or other property and all cash, securities, interest, dividends, rights and other property liabilities incurred or suffered by it at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all calls, instalments or other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingaforesaid.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for Pledgor, the purposes set forth in Section 1applicable Pledgor, each Pledgor as indicated below, does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each in the case of the Collateral AccountsBorrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the sameEarnings Accounts (collectively, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing“Earnings Account Collateral”);
(iib) in the case of all Securities Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, each a “Pledged Subsidiary”) and is owned by such a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;Stock of any such Pledged Subsidiary;1
(iiic) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Earnings Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingEarnings Accounts;
(iib) all Securities Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any such Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1now or hereafter owed by any Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee Pledgee, for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
5 (ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Security Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
; (iib) all Securities directly owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
; (iiic) except to the extent constituting an Excluded Asset, all Limited Liability Company Interests directly owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
; (2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
; (4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
; (5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.6
Appears in 1 contract
Sources: Credit Agreement (Urban One, Inc.)
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and for the purposes set forth in Section 1FSHCOs pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to the contrary in this clause (a), the term “Collateral” and the pledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Performance Sports Group Ltd.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for Pledgor, the purposes set forth in Section 1applicable Pledgor, each Pledgor as indicated below, does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of the Collateral Accountssuch Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the sameEarnings Accounts (collectively, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing“Earnings Account Collateral”);
(iib) in the case of all Securities Stock of each Subsidiary Guarantor, each a “Pledged Subsidiary”) and is owned by such a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any such Pledged Subsidiary;
(iiic) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "CollateralCOLLATERAL"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to PCA Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time time, excluding those in a limited liability company that is not a Wholly-Owned Subsidiary of the Borrower to the extent (and only to the extent) such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other organizational documents of such limited liability company, and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time time, excluding those in a partnership that is not a Wholly-Owned Subsidiary of the Borrower to the extent (and only to the extent) such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other organizational documents of such partnership, and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; PROVIDED that (x) except to the extent provided by Section 8.14 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Pca Valdosta Corp)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create create, in each case a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, in all of the right, title and interest of such Pledgor in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities held or owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests held or owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests held or owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by of such Pledgor from time to time;
(vif) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement, no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (b) above shall not apply to, more than 65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the term "Collateral" include, and no Pledgor shall be required to pledge, (I) the Stock of CanCo (until such time as such Stock is no longer subject to the terms of the Campbell Can Pledge Agreement or otherwise prohibited to be pledge▇ ▇▇▇▇▇▇der by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity In▇▇▇▇▇▇▇ (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such now or hereafter owed or to be performed by the Pledgor (but the rights and for remedies between the purposes set forth in Section 1First-Lien Collateral Agent and the Second-Lien Collateral Agent are subject to the terms of the Intercreditor Agreement), each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such the Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Third-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such the Pledgor from time to time and all options and warrants owned by such the Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such the Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such the Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such the Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such the Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such the Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such the Pledgor from time to time;
(vif) all Security Entitlements owned by such the Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the Pledgor shall not be required at any time to pledge hereunder (x) to the extent such equity interests are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests, (y) to the extent such equity interests are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (z) more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that the Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by the Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (RCN Corp /De/)
Pledge. To secure Each of the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1, each Pledgor does Pledgors hereby grant, pledge and assign pledges to the Pledgee Collateral Agent, for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent for the benefit of the relevant Secured Creditors Parties, a security interest in, all the following (collectively, the "Pledged Collateral"):
(a) All of the right, title and interest of such Pledgor in and to the followingEquity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of such Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith delivered to the Collateral Agent, accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof duly executed in blank, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock; provided, however, that prior to the Senior Lien Satisfaction Date, such delivery shall be made to the Priority Lien Agent for the benefit of the Collateral Agent.
(b) All additional equity interests from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountmanner, and all investments the certificates representing such additional equity interests (any such additional equity interests shall constitute part of the Pledged Stock and all certificates and other Instruments (including depository receipts, if any) the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time representing or evidencing the sameto reflect such additional equity interests), and all options, warrants, dividends, interest, distributions, cash cash, instruments and other property rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingsuch equity interests;
(iic) all Securities owned the Indebtedness evidenced by such Pledgor from time to time the promissory notes and instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"), and the promissory notes or instruments evidencing the Pledged Indebtedness, and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescash, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofthe Pledged Indebtedness;
(ivd) all Partnership Interests owned by such Pledgor from time to time additional Indebtedness arising after the date hereof and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due owing to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership evidenced by promissory notes or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalinstruments, together with full power such promissory notes and authority to demandinstruments, receiveand all interest, enforcecash, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofthat Pledged Indebtedness;
(ve) all Financial Assets The property and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time interests in any and all of the foregoingproperty described in Section 5 below; and
(viif) all Proceeds of any and all All proceeds of the foregoing.. Notwithstanding the foregoing, the Pledged Collateral shall not include, and no security interest is granted to the Collateral Agent in, the equity interests of Barneys Asia Co., L.L.C., a majority-owned Subsidiary of BNY Licensing Corp., owned by BNY Licensing Corp.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Operating Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingOperating Accounts;
(iib) all Securities Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any such Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its such Pledgor’s claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "CollateralCOLLATERAL"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, (x) unless there has been a Change of Law as a result of which the granting of the pledge of more than 66-2/3% of the Voting Equity Interests of any Exempted Foreign Entity will not give rise to adverse "deemed dividend" tax consequences to the Borrower under Section 956 of the Code, no Pledgor shall be required to pledge hereunder more than 65% of the Voting Equity Interests of any Exempted Foreign Entity (and such Voting Equity Interests in excess of 65% shall not constitute "Collateral,"), (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Pledgor of any Exempted Foreign Entity and (z) the Collateral shall not include Equity Interests in Joint Ventures that are not Subsidiaries of the Borrower to the extent that the respective Pledgor is contractually prohibited (after giving effect to any consents or waivers in respect of such prohibition) from pledging such Equity Interests owned by it pursuant to the respective joint venture agreement or similar agreement governing such Joint Venture.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to clause (A) of the purposes set forth proviso at the end of this Section 3.1 in Section 1the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the DIP Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called “Excess Exempted Foreign Entity Voting Equity Interests”), such Excess Exempted Foreign Entity Voting Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrower and the German Borrower, and shall not secure any direct Obligations of the U.S. Borrower (or guarantees of such Obligations by the respective Pledgor), (B) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (A) and (C) no Pledgor shall be required at any time to pledge hereunder, and the term “Collateral” shall not include, any rights or property (x) to the extent that any valid and enforceable law, statute, rule, regulation, order or directive of a governmental authority or agency applicable to such rights or property, or any contractual obligations binding on such rights or property, prohibits, restricts or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the creation of a security interest therein, except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling) or (y) in director’s qualifying shares, to the extent that a Subsidiary of such Pledgor shall have been required by applicable law to issue such director’s qualifying shares, provided, further, that any such rights and property described in clause (C)(x) of the preceding proviso shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, such rights and properties shall automatically be included in the Collateral, without further action on the part of any Pledgor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and for now or hereafter owed by the purposes set forth in Section 1Pledgor, each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsBeneficiaries, and does hereby create a continuing security interest (subject to those Encumbrances permitted to exist with respect to the Collateral pursuant to the terms of all of the Senior Finance Documents then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors Beneficiaries in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, (collectively, the "“Collateral"”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiia) all Limited Liability Company Interests owned by such the Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(1) all , to the capital thereof fullest extent permitted under the terms and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions provisions of the documents and other payments to which such Pledgor shall at any time be entitled in respect of agreements governing such Limited Liability Company Interests;Interests and applicable law:
(2i) all other payments due or to become due to such the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3ii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5iii) all of such the Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6iv) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viib) all Proceeds of any and all the foregoing; provided, however, that notwithstanding the foregoing, in no event shall the Pledgor be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured Obligations. For the avoidance of doubt,
(i) all Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and
(ii) such Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, 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 United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the foregoingGroup files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to pledge in favor of the Security Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.
Appears in 1 contract
Sources: Pledge Agreement (Wakefield Cable Communications LTD)
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Collateral Agent for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee Collateral Agent for the benefit of the relevant Secured Creditors inParties in and a continuing lien on, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, wherever located (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Facility Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) to the extent not otherwise included, all rights of any nature whatsoever in respect of the Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ive) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vf) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vig) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viih) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65.0% of all of the outstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding any of the other provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (in the absence of any other applicable limitation) include, and such Pledgor shall be deemed to have granted a security interest in, such P▇▇▇▇▇▇’s right, title and interest in and to such asset or other property and such asset or other property shall no longer constitute Excluded Assets.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in each such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Equity Interests in Persons that are not Wholly-Owned Subsidiaries of Holdings but only to the extent that the pledge of such Equity Interests is not permitted hereunder by the terms of any agreement or organizational document of such Person and only so long as such contractual prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, the Bankruptcy Code or any other requirement of law. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) possession of Instruments constituting Notes, (iv) as provided in Section 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this paragraph.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1, each The Pledgor does hereby grant, pledge and assign to grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the relevant Secured Creditors, as security for the prompt payment and does hereby create performance when due of all Obligations, a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest of the Pledgor in, to and under all of the following property (and all rights therein) of the Pledgor, or in and which or to which the followingPledgor has any rights, in each case whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):acquired:
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iia) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesSecurities (including, without limitation, those set forth on Annex C hereto);
(iiib) all Limited Liability Company Interests owned by such Pledgor from time to time (including, without limitation, those set forth on Annex D hereto) and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC limited liability company in respect of such Limited Liability Company Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivc) all Partnership Interests owned by such Pledgor from time to time (including, without limitation, those set forth on Annex E hereto) and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such the Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such the Pledgor against any Pledged such partnership in respect of such Partnership Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such the Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Trust Beneficial Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(vB) all Financial Assets and Investment Property owned by such other payments due or to become due to the Pledgor from time to timein respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(viC) all Security Entitlements owned by of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor from time against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any trust agreement or operating agreement or at law to time in exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(viiF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing; all of the foregoing, to the extent now existing or hereinafter from time to time acquired, collectively the "Collateral". Notwithstanding the foregoing, the Collateral shall in no event include more than 65% of the total outstanding Voting Capital Stock, Limited Liability Company Interests or the Partnership Interests, as applicable, of any Pledged Entity.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for of such Pledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's ’s right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's ’s right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's ’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing. ; provided that, notwithstanding the foregoing, (1) the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Pledgor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Pledgor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Pledgor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Pledgor and (2) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Pledgor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (2)) of such Restricted Pledgor other than (x) Collateral of the type described in clause (i) of Section 3.1 and (y) all other Collateral of the type which may be perfected by the filling of a UCC-1 financing statement in any relevant jurisdiction.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be ------ performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors Parties in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Subsidiary Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of the Credit -------- Agreement, no Pledgor (to the extent that it is a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Pizza Government Services Division Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such any Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in subsection 6.11 of the Credit Agreement no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall not include) more than 65% of the Voting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of its Subsidiaries, each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to the purposes set forth in Section 1terms of the Intercreditor Agreement), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Second-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by of such Pledgor from time to time;
(vif) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder, and the pledge granted hereunder shall not be deemed to extend to, more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Stock shall not be subject to the limitations described in clause (x). Notwithstanding anything to the contrary contained herein, (I) the Collateral shall at no time include any items which would at such time constitute Excluded Collateral and (II) the lien and security interest granted to the Pledgee pursuant to this Agreement and the exercise of any right or remedy by the Pledgee hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.
Appears in 1 contract
Sources: Pledge Agreement (EnerSys)
Pledge. To secure As security for (i) the Applicable payment of the Revolving Credit Note, the LOC Obligations for such and the Guaranty, (ii) the payment of all amounts owing pursuant to this Agreement, the Loan Agreement and the other Loan Documents, and (iii) the performance by the Borrower of, and compliance with, all of the terms, covenants, conditions, stipulations and agreements contained in this Agreement, the Loan Agreement, the Revolving Credit Note and the other Loan Documents, (iv) the performance by the Pledgor of, and compliance with, all of the terms, covenants, conditions, stipulations and agreements contained in this Agreement, the Loan Agreement, the Guaranty and the other Loan Documents, (v) the repayment of (a) any amounts the Lender may advance or spend for the purposes set forth in Section 1maintenance or preservation of the Shares, each Pledgor does hereby grant, pledge and assign to (b) any other expenditures that the Pledgee Lender may make under the provisions of this Agreement or for the benefit of the relevant Secured CreditorsPledgor, and does hereby create a continuing security interest in favor (vi) all amounts owed under any modification, renewals or extensions of any of the Pledgee for the benefit of the relevant Secured Creditors inforegoing obligations, (vii) any and all of the rightobligations, title and interest in and to the followingcontingent or otherwise, whether now existing or hereafter from time arising, of the Borrower to time acquired the Lender arising under or in connection with any Rate Management Transaction, and (vii) any of the foregoing that arises after the filing of a petition by or against the Pledgor or the Borrower under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code §362 or otherwise (collectively, the "Collateral"):
(i) each of “Secured Obligations”), the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by hereby grants to the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and Lender a security interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalShares, together with full power any additions thereto and authority proceeds therefrom, and hereby pledges and assigns the respective Certificates representing the Shares to demandthe Lender. The Pledgor has delivered stock powers with respect to the respective Certificates endorsed in blank (the “Stock Powers”) to the Lender and hereby authorizes the Lender, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition Default to any transfer the Certificates to the Lender. The Lender hereby acknowledges receipt of the foregoingCertificates as security for the Secured Obligations. The Lender agrees not to transfer, all certificates and instruments representing or evidencing such other property and all cashsell, securities, interest, dividends, rights and other property at any time and from time to time received, receivable encumber or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all dispose of the capital thereof and its interest Shares except in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect accordance with the provisions of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingthis Agreement.
Appears in 1 contract
Pledge. To secure the Applicable prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Collateral Agent for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee Collateral Agent for the benefit of the relevant Secured Creditors Parties in, any and all of the right, title and interest in and to the following, whether now owned or existing or hereafter from time to time owned, acquired or arising (collectively, the "“Collateral"”):
(ia) each of the any Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the any Credit Agreement or any other Secured Debt Agreement Document to be deposited in such the Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1i) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1i) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viif) all Proceeds Financial Assets, Investment Property and Pledged Notes of such Pledgor from time to time.
(g) Notwithstanding anything to the contrary contained herein, the collateral shall at no time include any and all of items which would at such time constitute Excluded Collateral (as defined in the foregoingSecurity Agreement).
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1now or hereafter owed or to be performed by each Pledgor, each Pledgor does hereby create, grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, Creditors and does hereby create (and, to the extent the following constitutes "Collateral" under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original Pledge Agreement of) a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral") (it being understood and agreed that (x) the security interest granted herein (i) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (ii) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors and (y) the Secured Lien Creditors' claims against the Pledgors in respect of the Collateral constitute second priority claims separate and apart (and of a different class) from the First Lien Creditors' senior claims against the Pledgors in respect of the Collateral):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing.
(I) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 3.1 for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and (II) with respect to the Second Lien Creditors, the term "Collateral" shall not include the Second Lien Excluded Collateral.
Appears in 1 contract
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and for the purposes set forth in Section 1FSHCOs pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to the contrary in this clause (a), the term “Collateral” and the pledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Sources: Abl Credit Agreement (Performance Sports Group Ltd.)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grantassign and transfer unto the Pledgee for the benefit of the Secured Creditors, pledge and assign does hereby pledge, grant and create to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors (subject to Permitted Liens) in, all of the right, title and interest of such Pledgor in, to and under all of the following Collateral (as defined below) of such Pledgor, or in and which or to the followingwhich such Pledgor has any rights, in each case, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):acquired:
(i) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) (x) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the case may be, whether now existing or hereafter acquired, including, without limitationlimitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, Partnership Assets, and other distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests;
(2B) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement, operating agreement or operating partnership agreement, or at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company and/or partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement, operating agreement or operating partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or modify any such limited liability company agreement, operating agreement or operating partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest or Partnership Interest and any such Pledged LLClimited liability company and/or partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default); and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(viv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viivi) all Proceeds of any and all of the foregoingforegoing (collectively, including all of the above, but subject to each proviso below in this Section 3.1, the “Collateral”); provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and, notwithstanding anything to the contrary contained in this Agreement, but subject to Section 8.12 of the Credit Agreement, such percentage of the combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity shall not constitute “Collateral” as herein defined, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding the foregoing provisions of clause (x) and (y), except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (z) shall no longer be applicable) Pledgor shall not be required to pledge shares of stock in a corporation or equity interests in a partnership or limited liability company that is owned, directly or indirectly, by an Exempted Foreign Entity; provided, further, that, notwithstanding anything to the contrary contained in this Agreement, the Excluded Collateral shall not constitute “Collateral” as herein defined.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and collaterally assign to the Pledgee Pledgee, for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities directly owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests directly owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests directly owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing.;
Appears in 1 contract
Sources: Pledge Agreement (Radio One, Inc.)
Pledge. (a) To secure the Applicable all Obligations for of such Pledgor and for the purposes set forth in Section 11 hereof, each Pledgor does hereby grant, pledge and assign hereby: (i) grants to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create Creditors a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the relevant Secured Creditors inthe certificated Pledged Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of the such Pledgor's right, title and interest in and to such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), to be held by the following, whether now existing or hereafter from time Pledgee upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to time acquired (collectively, the "Collateral"):
(i) each Pledgee for the benefit of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or Creditors all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Pledgor's Pledged Limited Liability Company Interests owned by (and delivers any certificates or instruments evidencing such Pledgor from time to time limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(5E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such any Pledged Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Pledged Limited Liability Company Interest and any such Pledged LLCLimited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing foregoing;
(with F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor's Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viiG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Pledge. (a) To secure the Applicable all Obligations for of such Pledgor and for ------ the purposes set forth in Section 11 hereof, each Pledgor does hereby granthereby: (i) grants to the Pledgee, pledge and assign reconfirms its grant to the Pledgee for under the benefit of the relevant Secured CreditorsOriginal Pledge Agreement of, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the certificated Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement Pledgee, upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or Pledgee all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Pledgor's Limited Liability Company Interests owned by (and delivers any certificates or instruments evidencing such Pledgor from time to time limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights);
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(5E) subject to Section 5 hereof, all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such any Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLCLimited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); andforegoing;
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and
(ivG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests owned by (and delivers any certificates or instruments evidencing such Pledgor from time to time partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, Pledged Partnership including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership InterestInterests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership InterestInterest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing;
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viiG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and As security for the purposes set forth in Section 1Obligations, each Pledgor does hereby grantpledges, pledge hypothecates, assigns, transfers, sets over and assign to delivers unto the Pledgee Agent for the benefit of the relevant Secured CreditorsLenders, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether Pledged Securities now owned or hereafter acquiredacquired by it; provided, existing however, that notwithstanding anything herein to the contrary, any Pledged Securities representing shares of the Foreign Borrower or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required Additional Foreign Subsidiary shall be pledged by the Credit Agreement Parent (or any other Secured Debt Agreement appropriate Debtor) (i) as to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time 66% thereof to time representing or evidencing secure the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Obligations of the foregoing;
Parent as the Domestic Borrower or the Obligations of such appropriate Guarantor of the Domestic Loans and (ii) as to 100% thereof to secure the Obligations of the Parent (or appropriate Debtor) as a Guarantor (or Borrower) of the Foreign Loans. On the Closing Date, the Pledgors shall deliver to the Agent the definitive instruments representing all Securities owned Pledged Securities, accompanied by executed undated stock powers, duly endorsed or executed in blank by the appropriate Pledgor, and such other instruments or documents as the Agent on behalf of the Lenders or its counsel shall reasonably request. Each Pledgor from time to time and all options hereby represents and warrants owned by such Pledgor from time to time to purchase Securities;
the Agent and the Lenders that (iiii) all Limited Liability Company Interests owned by such Pledgor from time to time and all there are no restrictions on the transfer of such Pledgor's rightportion of the Pledged Securities which limit its ability to pledge such shares to the Agent hereunder, title and interest (ii) there are no restrictions on the transfer of such shares by the Agent upon the occurrence of an Event of Default except for restrictions created herein, under applicable securities laws or, as to shares of NBV, any mandatory share transfer restriction which requires compliance with certain formalities to effectuate a transfer in each limited liability company to which such interests relatethe event of foreclosure, whether now existing or hereafter acquired, including, without limitation:
(1iii) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect has good title to the respective shares of such Limited Liability Company Interests;
the Pledged Securities pledged hereby, (2iv) all other payments due or to become due to the Pledged Securities that such Pledgor in respect of Limited Liability Company Interestsis pledging hereunder are not subject to any prior Liens, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
and (3v) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, Pledgor has the right to pledge the Pledged Securities that it is pledging hereunder free of any Liens and without the consent of the creditors of such Pledgor against or any such Pledged LLC for moneys loaned other Person or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingGovernmental Authority whatsoever.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surplusessurplus, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in subsection 6.11 of the Credit Agreement, no Pledgor (to the extent that it is a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall not include) more than 65% of the Voting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of its Subsidiaries, each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be ------ performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors Parties in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Borrower Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of -------- the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Sources: Pledge Agreement (Dominos Pizza Government Services Division Inc)
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1, each The Pledgor does hereby grant, pledge and assign to grant unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the relevant Secured Creditors, as security for the prompt payment and does performance when due of all Obligations (and hereby create confirms, reaffirms and restates the prior grant of the Original Administrative Agent, for itself and Original Lenders pursuant to the Original Credit Agreement in favor of the Administrative Agent and the Secured Creditors), a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest of the Pledgor in, to and under all of the following property (and all rights therein) of the Pledgor, or in and which or to which the followingPledgor has any rights, in each case whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iia) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesSecurities (including, without limitation, those set forth on Annex C hereto);
(iiib) all Limited Liability Company Interests owned by such Pledgor from time to time (including, without limitation, those set forth on Annex D hereto) and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC limited liability company in respect of such Limited Liability Company Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivc) all Partnership Interests owned by such Pledgor from time to time (including, without limitation, those set forth on Annex E hereto) and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such the Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such the Pledgor against any Pledged such partnership in respect of such Partnership Interests for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such the Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Trust Beneficial Interests under applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(vB) all Financial Assets and Investment Property owned by such other payments due or to become due to the Pledgor from time to timein respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(viC) all Security Entitlements owned by of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor from time against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any trust agreement or operating agreement or at law to time in exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(viiF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing; all of the foregoing, to the extent now existing or hereinafter from time to time acquired, collectively the “Collateral”. Notwithstanding the foregoing, the Collateral shall in no event include more than 65% of the total outstanding Voting Capital Stock, Limited Liability Company Interests or the Partnership Interests, as applicable, of any Material Foreign Subsidiary.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors (and does hereby confirm its prior grant, pledge and assignment to the Pledgee, for the benefit of the Secured Creditors (other than the Additional First Lien Creditors), pursuant to the Original Pledge Agreement, of), and does hereby create (and does hereby confirm its prior creation of) a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ive) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vf) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vig) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viih) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor. Notwithstanding anything to the contrary contained in this Section 3.1, the term “Collateral”, as it only refers to the Collateral securing the Additional First Lien Obligations, shall not include any Equity Interests and other securities of a Subsidiary of the Borrower to the extent that the pledge of such Equity Interests and other securities would result in the Borrower or such subsidiary being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Additional First Lien Obligations affected thereby; provided that neither the Borrower nor any of its Subsidiaries shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interest or other securities pursuant to this paragraph. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced by 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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure the Additional First Lien Obligations affected thereby, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Additional First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Creditor, 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 Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Additional First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Credit Document Obligations and the Other Obligations at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation by the SEC. For purposes of this clause (c), “securities” has the meaning ascribed to such term for purposes of Rule 3-16.
Appears in 1 contract
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Collateral Agent for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee Collateral Agent for the benefit of the relevant Secured Creditors Parties in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in such the Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Obligation Agreement to be deposited in such the Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1i) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1i) all of the its capital thereof therein and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viif) all Proceeds Financial Assets, Investment Property and Pledged Notes of such Pledgor from time to time.
(g) Notwithstanding anything to the contrary contained herein, the collateral shall at no time include any and all of items which would at such time constitute Excluded Collateral (as defined in the foregoingSecurity Agreement).
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and for the purposes set forth in Section 1now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities Stock or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by Stock of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of any Pledged Entity, however, this Agreement includes the pledge of all capital stock and other equity interests issued by each Pledged Entity.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and (a) As security for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit prompt satisfaction of the relevant Secured CreditorsObligations, Pledgor hereby pledges, hypothecates, agrees to deliver and does hereby create a continuing security interest in favor set over to Pledgee within twenty (20) days of the date hereof, the Pledged Securities and grants to Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title a lien on and security interest in and to the followingPledged Securities.
(b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether now existing or hereafter from time not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to time acquired (collectivelyexercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the "Collateral"):right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing.
(c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect.
(d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingstock certificate, including, without limitation, all Financial Assetsany certificate representing a stock dividend or in connection with any increase or reduction of capital, Investment Propertyreclassification, moneysmerger, checksconsolidation, draftssale of assets, Instrumentscombination of shares, Securities stock split, spin-off or interests therein of any type split-off; (ii) option, warrant or nature deposited right, whether as an addition to or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of substitution or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Pledged Securities;
, or otherwise; or (iii) all Limited Liability Company Interests owned dividends or distributions payable in property, including securities issued by such an issuer other than Pledgee; then, Pledgor from time shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to time and all of such the Pledgee in the exact form received with, as applicable, Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreementendorsement, or at law or otherwise appropriate stock powers duly executed in respect of such Limited Liability Company Interests;
blank, (4with signatures "bank guaranteed") all present and future claims, if any, of any of such which the Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law hereby unconditionally agrees to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementmake and/or furnish, to execute any instruments and be held by Pledgee, subject to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLCterms hereof, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any as part of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingSecurities.
Appears in 1 contract
Sources: Collateral Pledge Agreement (Aviation Holdings Group Inc/Fl)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each the Concentration Accounts, together with all of the Collateral AccountsPledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) from time to time representing or writings evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingConcentration Accounts;
(iib) all Securities Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock of any Subsidiary Guarantor;
(iiic) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viie) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Loan Documents then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors Parties in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Pledge Agreement Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, including all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase such Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(1) all to the capital thereof fullest extent permitted under the terms and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions provisions of the documents and other payments to which such Pledgor shall at any time be entitled in respect of agreements governing such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens Interests and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitationapplicable law:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Centerplate, Inc.)
Pledge. To secure the Applicable Obligations for such Pledgor and for now or hereafter owed or to be performed by the purposes set forth in Section 1Pledgor, each the Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such the Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such of the Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securitiestime;
(iiic) all Limited Liability Company Interests owned by such of the Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:: 123
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such the Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such of the Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such the Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such the Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such the Pledgor against any Pledged Partnership such partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such the Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable only upon the occurrence and during the continuation of a Noticed an Event of Default);; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets rights, title and Investment Property owned by such interests of the Pledgor from time under any service or management contract entered into between the Pledgor and any of its subsidiaries (including, without limitation, any payments made to time;the Borrower thereunder).
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viif) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, however, this Agreement includes the pledge of capital stock of each Regulated Insurance Company.
Appears in 1 contract
Sources: Credit Agreement (Ceres Group Inc)
Pledge. (a) To secure the Applicable Obligations for of such Pledgor and for the purposes set forth in Section 11 hereof, each Pledgor does hereby grant, pledge and assign (i) grants to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the Collateral owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of other certificated Securities, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) assigns, transfers, hypothecates mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to the followingsuch Secu rities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Pledgee upon the terms and conditions set forth in this Agreement or any other Secured Debt Agreement and (iv) transfers and assigns to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or Pledgee all of the foregoing;
such Pledgor's (iix) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interests and all of such interests relatePledgor's right, whether now existing or hereafter acquiredtitle and interest in each Pledged LLC, in each case including, without limitation:
(1i) all of the capital thereof and its interest in all profits, income, surplusessurplus, losses, Limited Liability Company AssetsPartnership Assets (as defined below), distributions LLC Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Limited Liability Company InterestsCollateral;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestsany such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or other agreement or at law or otherwise in respect of any such Partnership InterestCollateral;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest or Membership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest or Membership Interest and any Pledged Partnership, Entity to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset or LLC Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing;
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing.
(b) As used herein, the term "Partnership Assets" and "LLC Assets" shall mean, respectively, all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership and limited liability company capital and interests in other partnerships and limited liability companies), at any time owned by any Pledged Partnership or Pledged LLC or represented by any Partnership Interest or Membership Interest.
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1▇▇▇▇▇▇▇, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors inin and a lien on, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1i) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1i) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledger, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors inin and a lien on, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1i) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4iv) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1i) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2ii) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5v) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Sources: Short Term Credit Agreement (CURO Group Holdings Corp.)
Pledge. To secure the Applicable Secured Obligations for now or hereafter owed by such Pledgor and for (but subject to the purposes set forth in proviso at the end of this Section 13.1), each Pledgor does hereby grant, pledge and collaterally assign to the Pledgee Pledgee, for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing[Reserved];
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;; Table of Contents
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions losses and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;; Table of Contents
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” and items (a) – (g) above shall not include, solely to the extent a Lien thereon has not been granted to the ABL Agent or any other ABL Claimholders (as defined in the Intercreditor Agreement)) any Excluded Equity Interests or Excluded Collateral (so long as same remain “Excluded Equity Interests” or “Excluded Collateral,” as applicable, in accordance with the definitions thereof).
Appears in 1 contract
Pledge. (i) To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to clause (x) of the purposes set forth proviso at the end of this Section 3.1 in Section 1the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds (other than Excluded Proceeds) of any and all of the foregoing; provided that (x) no Voting Equity Interests of any Exempted Foreign Entity which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity shall be pledged hereunder, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding (i) anything to the contrary contained above in this Section 3.1, the security interest created pursuant to this Agreement shall not extend to, and the term “Collateral” shall not include (A) Excluded Collateral owned or held by any Pledgor, and (B) any Instruments received in connection with grower loans extended in accordance with Section 10.05 of the Credit Agreement to the extent local law or the relevant grower loan documents prohibit such pledge and (ii) anything to the contrary contained in this Agreement, such Pledgor shall not be required to pledge any Notes hereunder with an outstanding principal amount of $500,000 or less, provided that no more than $2,500,000 in aggregate principal amount for all such Notes for all Pledgors hereunder (including, for this purpose, any Instruments (as defined in the Security Agreement) not required to be delivered pursuant to the Security Agreement) shall be excluded from the pledge and delivery requirements under this Agreement.
(ii) Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Pledgee (on behalf of the Secured Creditors) acknowledges and agrees that:
Appears in 1 contract
Sources: Credit Agreement (Dole Food Co Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for (but subject to the purposes set forth in proviso at the end of this Section 13.1), each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors Parties in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets of such limited liability company and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets of any such partnership and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens Liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing;
(ve) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (i)(x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Loan Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 7.02(j) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and, (y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, that each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1, and (z) in the event constituting Excluded Assets (as defined in the U.S. Security Agreement).
Appears in 1 contract
Sources: Abl Credit Agreement (Ciena Corp)
Pledge. (a) To secure the Applicable all Obligations for of such Pledgor and for the purposes set forth in Section 11 hereof, each Pledgor does hereby grant, pledge and assign hereby: (i) grants to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create Creditors a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Pledgor’s Pledged Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's ’s right, title and interest in each limited liability company to which such interests relatePledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(5E) subject to Section 5 hereof, all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such any Pledged Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Pledged Limited Liability Company Interest and any such Pledged LLCLimited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); andforegoing;
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and
(ivG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (ii) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's ’s right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, Pledged Partnership including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets (as defined below) and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Pledged Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership InterestInterests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5E) subject to Section 5 hereof, all of such Pledgor's ’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership InterestInterest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing;
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viiG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing.
(b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such Pledgor from time to time and all options and or warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1i) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3iii) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge Agreement (Infousa Inc)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests pledged hereunder of (x) Foreign Subsidiaries that are CFCs and for the purposes set forth in Section 1(y) FSHCOs), each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ve) all other Equity Interests, Financial Assets and Assets, Investment Property and Notes owned by such Pledgor from time to time;
(vif) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viig) all Proceeds of any and all of the foregoing; provided that (x) with respect to the pledge of any Equity Interests in any Foreign Subsidiary that is a CFC or any FSHCO, the pledge hereunder shall not include more than 65% of the total combined voting power of all classes of Voting Equity Interests of (i) each such Foreign Subsidiary that is a CFC and (ii) each such FSHCO, (y) the pledge by any Pledgor hereunder shall not include the Equity Interests of (i) a joint venture or other non-wholly-owned subsidiary to the extent that granting a security interest in or a Lien on such Equity Interests is not permitted by the governing documents of such joint venture or other non-wholly-owned subsidiary, and (ii) any Subsidiary not directly owned by such Pledgor and (z) subject to clause (y), each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary that is a CFC at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding the foregoing or anything to the contrary contained herein, no pledge or security interest is or will be granted pursuant to this Agreement in any right, title or interest of any Pledgor in, to or under the Excluded Collateral.
Appears in 1 contract
Sources: Abl Pledge Agreement (PAE Inc)
Pledge. To secure the Applicable Obligations for such Pledgor and for now or hereafter owed or to be performed by the purposes set forth in Section 1Borrower, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiia) all Limited Liability Company Interests owned by of such Pledgor from time to time and all of such Pledgor's its right, title and interest in each the limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vib) all Security Entitlements owned by of such Pledgor from time to time in any and all of the foregoing; and
(viic) all Proceeds of and all products (including interest, dividends, distributions and other earnings) in any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for such Pledgor and As security for the purposes set forth payment or performance, as applicable, in Section 1full of the Obligations, each Pledgor does Grantor hereby grant, pledge and assign grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the such Grantor’s right, title and interest in, to and under (a) the Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, and in all certificates at any time representing any such Equity Interests, and to any other shares, stock certificates, options or rights of any nature whatsoever in respect of the followingEquity Interests of any Person that may be issued or granted to, whether now existing or hereafter from time to time acquired held by, such Grantor while this Agreement is in effect, which Equity Interests are included on Schedule 3.03 (collectively, the "Collateral"):
“Pledged Stock”); provided that the Pledged Stock granted as security for the payment or performance, in full of the Obligations of the Borrower and its Domestic Subsidiaries shall not include (i) each all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Collateral AccountsBorrower or any of its Subsidiaries, including but only to the extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Borrower or any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein its Subsidiaries does not encourage the creation of any type contractual prohibitions and (ii) all Equity Interests in Persons created after the date hereof, but only to the extent such Person is, or nature deposited its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests; (b) all debt securities and promissory notes held by, or required by owed to, such Grantor (whether the Credit Agreement respective issuer or obligor is the Borrower, any of its Subsidiaries or any other Secured Debt Agreement to be deposited in such Collateral AccountPerson) on the Initial Borrowing Date or at any time thereafter, and all investments securities, promissory notes and all certificates and any other Instruments (including depository receipts, if any) from time to time representing or instruments evidencing the samedebt securities or promissory notes described above (collectively, and the “Pledged Debt”); (c) subject to Section 3.05, all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's rightconversion of, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of proceeds received in respect of, the securities referred to in clauses (a) and in the name of any (b) above; (d) subject to Section 3.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in respect clauses (a), (b) and (c) above; and (e) all proceeds of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (the items referred to in clauses (a) through (d) above and this clause (e) being collectively referred to as the “Pledged Collateral”); provided that “Pledged Collateral” shall not include any ICTC Excluded Collateral, any Equity Interest owned by an Immaterial Subsidiary, any Equity Interest owned by any Unrestricted Subsidiary or Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedassigns, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the ratable benefit of the capital thereof and its interest in all profitsSecured Creditors, incomeforever, surplussubject, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if anyhowever, to terminatethe terms, cancel or modify any general or limited partnership agreement, to execute any instruments covenants and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoingconditions hereinafter set forth.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (WESTMORELAND COAL Co)
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(iib) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iiic) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivd) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relateinterest relates, whether now existing or hereafter acquired, including, without limitation:
(1A) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vie) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(viig) all Proceeds of any and all of the foregoing.
(x) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the Pledgors shall not be required to pledge Equity Interests of any Excluded Entities (and such Equity Interests shall not constitute "Collateral") unless the aggregate fair market value (as determined in good faith by the Borrower) of any and all such Equity Interests not pledged pursuant to this clause (y) exceeds $10,000,000, in which case the Pledgors shall cause an amount of such Equity Interests otherwise excluded from the pledge pursuant to this Agreement by operation of this clause (y) to be pledged hereunder so that the aforementioned threshold is not exceeded (with all Equity Interests not required to be pledged hereunder at any time pursuant to the provisions of this clause (y) being herein called the "Excluded Equity Interests") and (z) the Borrower and its Subsidiaries shall not be required to pledge any of the Equity Interests of Chouteau so long as Chouteau is not treated as a Subsidiary pursuant to the proviso contained in the first sentence of the definition of Subsidiary contained in the Credit Agreement. If any property is not pledged hereunder, in accordance with the provisions of the immediately preceding sentence, but is at any time after the date of this Agreement required to be pledged hereunder (whether because of a Change of Law, the aggregate value of Equity Interests of Excluded Entities exceeding the threshold amount described above, Chouteau ceasing to meet the requirements described above or otherwise), then the security interests created under this agreement shall automatically and immediately attach and apply to, and cover, all such property which is required to be pledged hereunder, without the necessity of the taking of any further action by any Pledgor, although the Pledgors shall not be excused from following the procedures, and taking the actions, otherwise required with respect to such property or assets pursuant to the other provisions of this Agreement.
Appears in 1 contract
Pledge. To secure the Applicable Obligations for now or hereafter owed or to be performed by such Pledgor and for the purposes set forth in Section 1Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ia) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now Stock owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase SecuritiesStock;
(iiib) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each limited liability company to which each such interests relateLimited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(1A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4D) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest Interests and any such Pledged LLClimited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default)foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ivc) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's its right, title and interest in each partnership to which each such interests relatePartnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(1A) all of the its capital thereof therein and its interest in all profits, income, surplussurpluses, losses, Partnership Assets, distributions Assets and other payments distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestInterests;
(2B) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestInterests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3C) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement or other agreement operating agreement, or at law or otherwise in respect of any such Partnership InterestInterests;
(4D) all present and future claims, if any, of such Pledgor against any Pledged Partnership such partnership for moneys monies loaned or advanced, for services rendered or otherwise;
(5E) all of such Pledgor's ’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any such Partnership InterestInterests, including any power, if any, power to terminate, cancel or modify any general partnership agreement or limited partnership operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest Interests and any Pledged Partnershipsuch partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);foregoing; and
(6F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(vd) all Financial Assets and other Investment Property owned by such Pledgor from time to time;that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(vie) all Security Entitlements owned by such Pledgor Proceeds, rents, issues, profits, returns, income, allocations and of and from time to time in any and all of the foregoing; and
provided that (viix) except in the circumstances and to the extent provided by Section 9.15 of the Loan Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 66- 2/3% of the total combined voting power of all Proceeds classes of Voting Equity Interests of any and all Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the foregoingNon-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any equity interests in any Excluded TNI Assets. Notwithstanding anything in this Agreement to the contrary, it is the understanding of the parties that the Liens pledged pursuant to this Section 3.1 shall, (x) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the ▇▇▇ Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the ▇▇▇ Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the ▇▇▇ Intercreditor Agreement) on such Collateral pursuant to the terms of the ▇▇▇ Intercreditor Agreement and (y) with respect to any such Liens granted in any Collateral comprising Common Collateral (as defined in the Pulitzer Intercreditor Agreement), prior to the First Priority Obligations Payment Date (as defined in the Pulitzer Intercreditor Agreement), be subject and subordinate to the First Priority Lien (as defined in the Pulitzer Intercreditor Agreement) on such Collateral pursuant to the terms of the Pulitzer Intercreditor Agreement.
Appears in 1 contract