Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Group, L.P.)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock, Pledged Partnership Interests and accurate list Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. The Pledged Collateral constitutes all of the equity interests owned by such Grantor. Such Grantor is in any of the directissuers listed on Schedule 2 or, sole beneficial owner and sole holder in the case of record Voting Stock or similar equity interests held by such Grantor in a Subsidiary not organized under the laws of a State within the United States (other than Foamex Canada), 65% of such Voting Stock or similar equity interests.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by itStock, free Pledged Partnership Interests and clear Pledged LLC Interests have been duly and validly issued and, in the case of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issuedStock, are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Each of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is Intercompany Notes constitutes the legal, valid and binding obligation of such issuer the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such issuer is not other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in default thereundera proceeding in equity or at law).
(bd) In addition, (i) none of the All Pledged Collateral owned by it and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been issued or transferred delivered to the Administrative Agent in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection accordance with such disposition by laws affecting the offering and sale of securities generallySection 4.4(a).
(ce) Except as set forth All Pledged Collateral held by a Securities Intermediary in Exhibit Ga Securities Account is in a Control Account. On the date hereof no Grantor is the Entitlement Holder with respect to any Securities Account.
(f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, such Grantor there is no Pledged Collateral other than that represented by certificated securities or Grantors collectively own 100% Instruments in the possession of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none Administrative Agent or that consisting of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated Financial Assets held in right of payment to other Indebtedness or subject to the terms of an indenturea Control Account.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Foamex L P), Pledge and Security Agreement (Foamex L P), Pledge and Security Agreement (Foamex International Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Credit Agreement (Sprinklr, Inc.), Credit Agreement (Fitbit Inc), Guarantee and Collateral Agreement (Global Telecom & Technology, Inc.)
Pledged Collateral. (a) Exhibit G B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by such the Grantor. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G B as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Holder hereunder. Such The Grantor further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it constituting Capital Stock has have been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Holder representing any the Pledged Collateral constituting Capital StockCollateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Holder so that the Collateral Agent Holder may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) except to the extent otherwise permitted by the Holder, all such Pledged Collateral held by a securities intermediary in a Securities Account is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAgreement.
(b) In addition, (i) none of the Pledged Collateral owned by it the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the such Pledged Collateral to issue additional Capital StockEquity Interests to the Grantor, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Agent Holder of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except (A) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
, (cB) Except as set forth in Exhibit G, the filings required to perfect the Lien granted to the Administrative Agent on such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to or (C) as have already been obtained from or by such Grantor is subordinated in right of payment to governmental authority or other Indebtedness or subject to the terms of an indenturePerson, as applicable.
Appears in 3 contracts
Sources: Pledge Agreement (Magellan Petroleum Corp /De/), Exchange Agreement (Magellan Petroleum Corp /De/), Exchange Agreement (Magellan Petroleum Corp /De/)
Pledged Collateral. (a) Exhibit G Schedule 5 of the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule 5 of the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor The Grantors further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantorthe applicable Grantors, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Grantors has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such the Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor the Grantors of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantorthe Grantors, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GSchedule 5 of the Perfection Certificate, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such a Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Planet Fitness, Inc.), Pledge and Security Agreement (Planet Fitness, Inc.)
Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list list, as of the date hereof, of all of the Pledged Collateral owned by such Grantorand, with respect to any Pledged Collateral constituting any Capital Stock, the percentage of the total issued and outstanding Capital Stock of the issuer represented thereby. Such As of the date hereof, each Grantor is the direct, sole legal and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for the Security Interest and Liens permitted under Section 4.1(e)7.01 of the Credit Agreement. Such Each Grantor further represents and warrants that that, as of the date hereof, (i) all Pledged Collateral owned by it constituting any Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor Grantors has so informed the Term Collateral Agent or the Notes Collateral Agent so that the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees), as applicable, may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such to the best of its knowledge, any Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionAs of the date hereof, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, subject and (ii) there are existing no optionsother than pursuant to the Intercreditor Agreements, warrants, calls or commitments none of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral is subject to issue additional Capital Stockany option, and (iii) no consentright of first refusal, approvalshareholders agreement, authorizationcharter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for otherwise affect the pledge by such Grantor of such Pledged Collateral hereunder, the sale or disposition thereof pursuant to this Security Agreement hereto or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Term Collateral Agent of the voting or other rights provided for in this Security Agreement or for the and remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyhereunder.
(c) Except as set forth in on Exhibit GF, such Grantor or Grantors collectively own 100% as of the issued date hereof, and outstanding Capital Stock which constitutes Pledged Collateral and except for any Indebtedness represented by the Intercompany Note, none of the Pledged Collateral which represents Indebtedness owed to such a Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Intercreditor Agreement (American Tire Distributors Holdings, Inc.), Intercreditor Agreement (ATD Corp), Intercreditor Agreement (ATD Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement (Benefitfocus,Inc.), Guarantee and Collateral Agreement (Benefitfocus,Inc.), Guarantee and Collateral Agreement (ShoreTel Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Star Group, L.P.), Pledge and Security Agreement (Star Gas Partners Lp), Pledge and Security Agreement (Star Gas Partners Lp)
Pledged Collateral. (a) Exhibit G sets forth a complete On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and accurate list Collateral Agreement, all of all the Pledged Collateral Collateral, if any, referred to therein and then owned by such Grantor. Such Grantor is Credit Party, together with executed and undated endorsements for transfer in the directcase of Capital Stock constituting certificated Pledged Collateral, sole beneficial owner along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and sole holder of record of Collateral Agreement with respect to the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has have been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereundertaken.
(b) In additionOn the Effective Date, each Credit Party shall have delivered:
(i) none proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Pledged Collateral owned Agent, desirable, to perfect the security interests purported to be created by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, Guarantee and Collateral Agreement;
(ii) there certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included filed in the Pledged jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to issue additional Capital Stock, and the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing);
(iii) no consent, approval, authorizationevidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement;
(iv) evidence that all other action byactions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and no giving of noticeprotect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and
(v) from local counsel to each Credit Party, filing withan opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), any governmental authority or any other Person is required for addressed to the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the executionAdministrative Agent, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent and each of the voting or other rights provided for in this Security Agreement or for Lenders and dated the remedies in respect Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallysecurity interests created thereunder.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Amendment Agreement (Lee Enterprises, Inc), Amendment Agreement (Lee Enterprises, Inc), First Lien Credit Agreement (Lee Enterprises, Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged an Event of Default, upon notice by the Collateral owned by such Grantor. Such Agent to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Secured Obligations in the order set forth in the Credit Agreement and non‑assessable, (ii) with respect the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate the issuer proxy shall only terminate upon Discharge of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyLender Claims.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or Grantors collectively own 100% of the issued further instructions from such Grantor, and outstanding Capital Stock which constitutes Pledged Collateral each Grantor agrees that such issuer shall be fully protected in so complying and none of (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indenture.Collateral Agent
Appears in 3 contracts
Sources: Pledge and Security Agreement (Warnaco Group Inc /De/), Pledge and Security Agreement (Warnaco Group Inc /De/), Pledge and Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G sets forth a complete Except as permitted by the Credit Agreement, each Grantor hereby covenants and accurate list agrees that, without the prior written consent of all Pledged the Collateral owned by such GrantorAgent, it shall not vote or take any other action to amend or terminate any Partnership Agreement, LLC Agreement, certificate of incorporation, by-laws or other Organizational Documents in any way that adversely affects the validity, perfection or priority of the Collateral Agent’s Security Interest. Such Each Grantor is hereby covenants and agrees that, on or after the directdate hereof, sole beneficial owner and sole holder without the prior written consent of record the Collateral Agent, it will not designate or specify in any applicable document or contract that any of the Pledged Collateral listed on Exhibit G as being owned LLC Interests or the Pledged Partnership Interests are governed by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result unless it shall cause certificates to be issued in respect of actions by the issuer or otherwise, or, if such Equity Interest and deliver such certificates are not Securities, such Grantor has so informed to the Collateral Agent so that in accordance with the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, terms of Section 4.7(e)(iii) hereof.
(iiib) all such Pledged Collateral Each Grantor will cause any Indebtedness held by such Grantor having a securities intermediary is covered principal amount greater than $500,000 individually and $2,500,000 in the aggregate (other than Investment Property held through a Securities Intermediary) to be evidenced by a control agreement among such Grantorduly executed promissory note, the securities intermediary bond, debenture or similar instrument that is pledged and delivered to the Collateral Agent pursuant to which the terms hereof and, if required for perfection purposes, duly indorsed to the order of the Collateral Agent has Control and or in blank (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered accompanied by the issuer a customary instrument of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not transfer executed in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyblank).
(c) Except Each Grantor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Stock, Pledged Partnership Interests, Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), Securities Accounts, Commodity Accounts or Deposit Accounts (other than any Excluded Deposit Accounts) or any Excluded Deposit Account ceases to be an Excluded Deposit Account, such Grantor shall promptly deliver to the Collateral Agent, but in any event not later than the delivery of the Compliance Certificate with respect to the Fiscal Quarter in which such event occurred (or such later date as is acceptable to the Collateral Agent in its sole discretion), a completed Security Supplement together with all supplements to the relevant Perfection Certificate, reflecting such new Pledged Stock, Pledged Partnership Interests, Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), Securities Accounts, Commodity Accounts or Deposit Accounts (with each Excluded Deposit Account listed in such supplements to the Perfection Certificate being indicated by an asterisk). Notwithstanding the foregoing, it is understood and agreed that the Security Interest of the Collateral Agent shall attach to all Pledged Collateral, Securities Accounts, Commodities Accounts and Deposit Accounts (other than Excluded Deposit Accounts) immediately upon such Grantor’s acquisition of rights therein (or upon a Deposit Account ceasing to be an Excluded Deposit Account) and shall not be affected by the failure of such Grantor to deliver a Security Supplement or any required supplement to the Perfection Certificate as required hereby.
(d) Each Grantor hereby covenants and agrees that it shall enforce its rights with respect to any Pledged Collateral, Deposit Accounts, Commodity Accounts and Securities Accounts as is consistent with its ordinary course of business.
(e) Each Grantor agrees that with respect to any Pledged Collateral and any Securities, Instruments, Tangible Chattel Paper, that it shall comply with the provisions of this Section 4.7(e) promptly, and in any event, except as set forth below, within 15 days (or such later date as is acceptable to the Collateral Agent in Exhibit Gits sole discretion) of such Grantor acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent.
(i) With respect to any Pledged Collateral constituting Certificated Securities and any Instruments or Tangible Chattel Paper acquired or pledged on or after the date hereof, other than as agreed to by the Collateral Agent in its reasonable discretion, it shall deliver or cause to be delivered to the Collateral Agent (or its agent or designee) all such Certificated Securities, Instruments and Tangible Chattel Paper, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and all other instruments and documents as the Collateral Agent may reasonably request or that are necessary to give effect to the pledge granted hereby; provided, however that any such Pledged Collateral owned on the Effective Date shall be delivered to the Collateral Agent on the Effective Date.
(ii) With respect to any Pledged Collateral constituting Uncertificated Securities, upon the reasonable request of the Collateral Agent, it shall cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or (ii) to promptly (but in any event within 30 days of such request (or such later date as the Collateral Agent may agree in its sole discretion)) agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions originated by the Collateral Agent with respect to such Uncertificated Security without further consent of such Grantor, such Grantor agreement to be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to the Grantors, to (A) transfer all or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none any portion of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right its name or the name of payment to other Indebtedness its nominee or subject to the terms agent and (B) exchange any certificates or Instruments representing any Investment Property for certificates or Instruments of an indenturesmaller or larger denominations.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Pledged Collateral. (a) Exhibit G Schedule 8 of the Perfection Certificate sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderNotes.
(b) In additionSchedule 7 of the Perfection Certificate sets forth all Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Grantor. The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by each Grantor constitute, as of the date hereof, that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth in Schedule 7 of the Perfection Certificate. Schedule 7 of the Perfection Certificate identifies any such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests that are represented by Certificated Securities.
(c) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable.
(d) As of the date hereof, (i) none no Person other than such Grantor (or its agent or designee) or the Administrative Agent has “control” (as defined in Sections 8-106 and 9-106 of the UCC) over any Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectGrantor and, (ii) there are existing is no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral that is represented by Certificated Securities or Instruments that is not (or will not be substantially concurrently with the effectiveness of this Agreement) in the possession of the Administrative Agent (or its agent or designee).
(e) There are no restrictions on transfer in the LLC Agreement governing any Pledged LLC Interests or in the Partnership Agreement governing any Pledged Partnership Interests or in any stockholders’ agreement or other similar agreement governing the Pledged Collateral which obligate would limit or restrict (i) the issuer grant of any Capital Stock included a security interest in the Pledged Collateral to issue additional Capital LLC Interests, the Pledged Partnership Interests or the Pledged Stock, and (ii) the perfection of such security interest, (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of such perfected security interest in the Pledged Collateral pursuant LLC Interests, the Pledged Partnership Interests or the Pledged Stock or (iv) the transfer of the Pledged LLC Interests, the Pledged Partnership Interests or the Pledged Stock, in each case as contemplated by this Agreement. Further, the terms of any Pledged LLC Interests and Pledged Partnership Interests either (i) expressly provide, and any certificates representing such Pledged LLC Interests or Pledged Partnership Interests expressly provide, that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to this Security time in any jurisdiction, including, without limitation, the “issuer’s jurisdiction” (as such term is defined in the UCC in effect in such jurisdiction) of each issuer thereof, or (ii) (A) are not traded on securities exchanges or in securities markets, (B) are not “investment company securities” (as defined in Section 8-103(b) of the UCC) and (C) do not provide, in the related LLC Agreement or Partnership Agreement, except as may be required in connection with applicable, certificates, if any, representing such disposition Pledged LLC Interests or Pledged Partnership Interests, as applicable, or otherwise that they are securities governed by laws affecting the offering and sale Uniform Commercial Code of securities generallyany jurisdiction.
(cf) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% To the knowledge of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none relevant Grantor, each of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated Notes constitutes the legal and valid obligation of the obligor with respect thereto, enforceable in right of payment to other Indebtedness or accordance with its terms, subject to the terms effects of an indenturebankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).
Appears in 3 contracts
Sources: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement (Palantir Technologies Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete Each Grantor is the holder of record and accurate list the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule 4 as being owned by such Grantor and any Pledged Collateral owned by such Grantor. Such Grantor is and acquired after the direct, sole beneficial owner and sole holder of record Closing Date.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all constituting Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) Interests is duly authorized, validly issued, are fully paid and non‑assessablenonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule 4, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Addendum or any Supplement to this Agreement. All of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary constituting Pledged Notes is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or validly issued and delivered by the issuer of such Indebtedness, Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein.
(bc) In additionAll actions necessary to perfect or establish the first priority of the Administrative Agent’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (iA) none upon the execution and delivery of this Agreement; (B)(i) upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed in blank by the applicable Grantor; and (C) upon the filing of Uniform Commercial Code financing statements in the applicable jurisdiction for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Administrative Agent (or, with respect to any Pledged Collateral created or obtained after the Closing Date, will deliver and deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor, and undated powers endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by it such Grantor has been issued or transferred in violation of the any securities registration, securities disclosure disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 3 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp), Security Agreement (Z Investment Holdings, LLC)
Pledged Collateral. (a) Exhibit G sets forth Each Borrower hereby pledges, collaterally assigns and grants to Agent a complete security interest in the Pledged Collateral, as security for the performance of the Secured Obligations. Each Borrower irrevocably waives any and accurate list all of its rights under provisions of any Organizational Documents of any Subsidiary which is a limited liability company or limited partnership, and under the laws under which such Subsidiary has been organized, to the extent Borrower has the legal capacity to do so and that such waiver is permitted, that would operate to (a) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Borrower of which Equity Interests consisting of limited liability company or limited partnership interests constitute Pledged Collateral hereby irrevocably consents to the grant of the security interest provided for herein and to Agent or its nominee becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise of remedies pursuant to Section 10; provided that such successor member or partner, as applicable, then agrees in writing to be bound by, and a party to, the applicable Organizational Document pursuant to the terms therein.
(b) Except as otherwise expressly provided in this Agreement, any sums or other property paid or distributed upon or with respect to any of the Pledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Equity Interests or otherwise, shall, be paid over and delivered to Agent to be held by Agent as security for the payment in full in Cash of all of the Secured Obligations, in each case, to the extent constituting Net Cash Proceeds. All payments received by a Borrower shall, until paid or delivered to Agent, be held in trust for Agent, as security for the payment and performance in full of all of the Secured Obligations, and when paid, shall be deposited into a Controlled Account.
(c) So long as no Event of Default shall have occurred and be continuing and at Agent’s written direction to the contrary, each Borrower shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by Agent of any remedies pursuant to Section 10.2 hereof, each Borrower shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification given by any Borrower if the effect thereof would materially impair respect Agent’s rights with respect to the enforcement of its Lien on the Pledged Collateral or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Borrower to receive cash dividends and distributions with respect to Pledged Collateral owned by such Grantor. Such Grantor is the directBorrower, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned and, at Agent’s option, upon notice by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (Agent to the extent such concepts are relevant applicable Borrower, all right to vote and give consents, waivers and ratifications with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid shall terminate upon the occurrence and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of during the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms continuation of an indentureEvent of Default.
Appears in 3 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete Subject to Section 4.04 and accurate list of all Section 4.12(e), if any Grantor shall receive or become entitled to receive any Pledged Collateral owned by such Grantor. Such Grantor is after the directClosing Date, sole beneficial owner and sole holder of record of it shall deliver to the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that Administrative Agent (i) all a duly executed Pledged Collateral owned by it constituting Capital Stock has been Addendum identifying such Pledged Collateral and (ii) to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stockis represented by certificates or promissory notes, either such certificates are Securities as defined or promissory notes, together with undated powers endorsed in Article 8 of the UCC as a result of actions blank by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionUpon the occurrence and continuance of an Event of Default, (i) none each Grantor shall promptly deliver to the Administrative Agent a copy of the Pledged Collateral owned each material written notice or other material written communication received by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the any Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyCollateral.
(c) Except as set forth No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral which would materially adversely affect either the rights of the Administrative Agent or the other Credit Parties pursuant to the Loan Documents or the value of the Pledged Collateral, or that would result in Exhibit Ga material violation of any provision of the Credit Agreement or any other Loan Document.
(d) Each Grantor agrees that it will assist the Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Administrative Agent’s Liens on the Pledged Collateral or any sale or transfer thereof.
(e) As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the “Uncertificated Interests”), each Grantor hereby represents, warrants and covenants that such Uncertificated Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and in a securities account. In addition, none of the Pledged Collateral which represents Indebtedness owed to Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Uncertificated Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Grantor is subordinated Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in right of payment to other Indebtedness or subject to the terms of an indentureeffect in any relevant jurisdiction.
Appears in 3 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp), Security Agreement (Z Investment Holdings, LLC)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in a material adverse effect on the Collateral, Lender’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. ▇▇▇▇▇▇▇ agrees that all Pledged Collateral owned rights to do any and all of the foregoing have been collaterally assigned to and may be exercised by it constituting Capital Stock has been (▇▇▇▇▇▇ but Pledgor agrees that, upon reasonable request from ▇▇▇▇▇▇ from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as ▇▇▇▇▇▇ may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to exercise all of Pledgor’s rights under the Charter Documents to which it is a party for all purposes not inconsistent with any of the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document, provided that Pledgor agrees that it will not take any action in any manner that is inconsistent with the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document.
(ii) Anything to the contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of its duties and obligations thereunder to the same extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessableas if this Pledge Agreement had not been executed, (ii) with respect to the exercise by Lender of any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result rights hereunder shall not release Pledgor from any of actions by its duties or obligations under the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital StockCharter Documents, and (iii) Lender shall have no consent, approval, authorization, obligation or other action by, and no giving of notice, filing with, any governmental authority liability for Pledgor’s actions or any other Person is required for omissions under the pledge Charter Documents by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance reason of this Security Agreement by such GrantorPledge Agreement, or for the exercise by the Collateral Agent nor shall Lender be obligated to perform any of the voting obligations or other rights provided duties of Pledgor thereunder or to take any action to collect or enforce any claim for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallypayment assigned hereunder.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Heritage Global Inc.), Pledge and Security Agreement (Heritage Global Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete During the continuance of an Event of Default, upon notice by the Collateral Trustee to the Grantor, (i) the Collateral Trustee shall have the right to receive any and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record Proceeds of the Pledged Collateral listed on Exhibit G and make application thereof to the Obligations in the order set forth in the Collateral Trust Agreement, and (ii) the Collateral Trustee or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as being owned the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged but the Collateral owned by it constituting Capital Stock has been (Trustee shall have no duty to the extent Grantor to exercise any such concepts are relevant with respect right, privilege or option and shall not be responsible for any failure to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined do so or delay in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderdoing.
(b) In additionorder to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) none the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Obligations.
(c) Except as set forth in Exhibit G, such The Grantor or Grantors collectively own 100% hereby expressly authorizes and instructs each issuer of the issued and outstanding Capital Stock which constitutes any Pledged Collateral pledged hereunder by the Grantor to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Event of Default has occurred and none is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureCollateral Trustee.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Finova Group Inc), Indenture (Finova Group Inc)
Pledged Collateral. While an Event of Default exists, upon notice by Secured Party to the relevant Grantor or Grantors, (ai) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is Secured Party shall have the direct, sole beneficial owner and sole holder of record right to receive any Proceeds of the Pledged Collateral listed on Exhibit G and make application thereof to the Secured Obligations in the order provided in Section 8.03 of the Credit Agreement and (ii) Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as being owned if Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, free however, that Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and clear of shall not be responsible for any Liensfailure to do so or delay in so doing. In order to permit Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all Pledged Collateral owned by it constituting Capital Stock has been (such orders and instruments as Secured Party may from time to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid time request and non‑assessable, (ii) with respect without limiting the immediately preceding clause (i), such Grantor hereby grants to Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any certificates representing action (including any transfer of any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 on the record books of the UCC as a result of actions issuer thereof) by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, any other Person (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by including the issuer of such IndebtednessPledged Collateral or any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, is the legalwithout any other or further instructions from such Grantor, valid and binding obligation of each Grantor agrees that such issuer shall be fully protected in so complying and (y) upon receipt of written notice stating that an Event of Default has occurred and is continuing under and as defined in the Credit Agreement and directing such issuer is not in default thereunder.
(b) In additionpayment directly to Secured Party, (i) none of pay any payment with respect to the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction directly to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Party.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Pledged Collateral. (a) Exhibit G D, as such exhibit may be amended with the consent of the Required Holder(s), not to be unreasonably withheld or delayed, sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)(i) with respect to the Bluestem SPV Stock only, the security interest of the SPV Collateral Agent and (ii) with respect to all Pledged Collateral (including the Bluestem SPV Stock) the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such the Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of noticenotice to or, filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Subordinated Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GD, as such exhibit may be amended with the consent of the Required Holder(s), not to be unreasonably withheld or delayed, the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureCollateral.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bluestem Brands, Inc.), Pledge and Security Agreement (Bluestem Brands, Inc.)
Pledged Collateral. Any Borrower shall, (a) Exhibit G sets forth a complete at such Borrower’s expense, promptly execute, acknowledge and accurate list deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of all Pledged Collateral owned the pledge intended to be created by such Grantor. Such Grantor is Section 3.3, shall maintain, preserve and defend the direct, sole beneficial owner and sole holder of record of title to the Pledged Collateral listed on Exhibit G as being owned by it, free and clear the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that ; (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (iib) with respect to any certificates representing any Pledged Collateral Equity Interests of an issuer owned by such Borrower constituting Capital Stocklimited liability company membership interests, either shall, to the extent it controls such certificates are Securities as defined in issuer, cause Article 8 of the UCC as a result Uniform Commercial Code of actions by such issuer’s jurisdiction of organization to govern the issuer or otherwise, or, if Equity Interests of such certificates are not Securitiesissuer, such Grantor has so informed Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Collateral Agent so that Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, Agent; (iiic) all such upon acquiring any new Equity Interests constituting Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantoror Instruments constituting Collateral, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and within twenty (iv20) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, Business Days (i) none of the Pledged Collateral owned by it has been issued or transferred deliver to Agent an updated Schedule 5.15 hereto, in violation of the securities registrationform reasonably satisfactory to Agent, securities disclosure or similar laws of any jurisdiction identifying such additional Equity Interests, which shall be attached to which such issuance or transfer may be subjectthis Agreement, (ii) there either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the extent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are existing no optionsissued, warrantsBorrowers shall not be required to deliver stock certificates, calls stock powers or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockcontrol agreements, and (iii) no consentto the extent related to an Investment in a new Platform Company, approvaldeliver an acknowledgement, authorization, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or other action by, and no giving of notice, filing with, any governmental authority assigning or any other Person is required for otherwise transferring or restricting its ability to vote the pledge Equity Interests owned by such Grantor of such Pledged Collateral Borrower other than pursuant to this Security Agreement any Loan Document or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition voting agreements entered into by laws affecting holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the offering and sale pledge or Agent’s exercise of securities generallyremedies with respect to Pledged Collateral.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. The Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (a) Exhibit G sets forth as defined in the Collateral Agreement), a complete legal, valid and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of enforceable security interest in the Pledged Collateral listed on Exhibit G as being owned by it, free defined and clear of any Liensidentified therein, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and the Collateral Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such concepts are relevant with respect collateral, in each case prior and superior in right to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, any other Lien (iia) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities collateral that is a “security” (as such term is defined in Article 8 of the UCC as UCC) and is evidenced by a result of actions by the issuer or otherwisecertificate, or, if when such certificates are not Securities, such Grantor has so informed collateral is delivered to the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangiblewith duly executed stock powers with respect thereto, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionwith respect to any such collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, (i) none when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledged Collateral owned by it has been issued pledgor or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which when “control” (as such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included term is defined in the Pledged Collateral to issue additional Capital Stock, and (iiiUCC) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the voting UCC, or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreementany successor provision, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except with respect to any such collateral that is not a “security” (as set forth such term is defined in Exhibit Gthe UCC), such Grantor or Grantors collectively own 100% when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenturepledgor.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Mac-Gray Corp), Senior Secured Credit Agreement (Mac-Gray Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete Pledgor hereby pledges to Pledgee, and accurate list creates in Pledgee for its benefit, subject to the rights of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner previous pledgees and sole holder other holders of record of security interests in the Pledged Collateral listed on Exhibit G (as being owned by itdefined herein), free a security interest, for such time as the Obligations shall remain outstanding, in and clear to all of any LiensPledgor's right, except for Liens permitted under Section 4.1(e). Such Grantor further represents title and warrants that interest in and to:
(i) all Pledged Collateral the property (the "PLEDGED PROPERTY") listed on EXHIBIT 1 attached hereto (and signed by Pledgor), including, without limitation, any securities described therein (which securities are collectively referred to as the "PLEDGED SECURITIES"), now owned by it constituting Capital Stock has been (to Pledgor, and all machinery, equipment, automobiles, accounts receivable, inventory and general intangibles, patents, patent applications, licenses and all other intellectual property rights owned by or acquired by Borrower on or after the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, date of this Agreement; and
(ii) with respect all products and proceeds from the Pledged Property. The Pledged Property in Section 2.1(a)(i) hereof, the Pledged Securities and the products thereof and the proceeds of all such items are hereinafter collectively referred to any certificates representing any as the "PLEDGED COLLATERAL." The security interest granted by Pledgor to Pledgee in and to the Pledged Collateral constituting Capital Stockis subject to the rights of previous pledgees and other holders of security interests in the Pledged Collateral.
(b) Simultaneously with the execution and delivery of this Agreement, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee any documents reasonably requested by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps Pledgee to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral Collateral. Simultaneously with the execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to issue additional Capital StockPledgee such documents and instruments, including, without limitation, financial statements, certificates, affidavits and forms as may, in Pledgee's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of Pledgee in the Pledged Collateral, and (iii) no consentPledgee shall hold such documents and instruments as secured party, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureand conditions contained herein.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Genetic Vectors Inc), Pledge and Security Agreement (Genetic Vectors Inc)
Pledged Collateral. (a) As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are issued and is fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest in a limited partnership or limited liability company, either such certificates are represent Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are do not represent Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such Pledged Collateral that is held by a securities intermediary intermediary, to the extent required by the Indenture, is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred by an Affiliate of such Grantor in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) other than in connection with a disposition permitted pursuant to the Indenture, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral Stock or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral issued by an Affiliate of a Grantor to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such GrantorAgreement, or for the exercise by the Collateral Agent of the voting or other rights with respect to such Pledged Collateral provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallygenerally or as may be required with respect to the pledge of Equity Interests of issuers organized under the laws of a jurisdiction outside the United States.
(c) Except As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as set forth in Exhibit GC, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Equity Interests of each issuer of Pledged Stock which constitutes Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (except for Indebtedness owed by any other Grantor or its Subsidiaries where subordination is required pursuant to the terms of the Indenture) is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Indenture (Edgen Group Inc.), Indenture (Edgen Murray II, L.P.)
Pledged Collateral. (a) As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. Such As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non‑assessable, non-assessable and (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectsubject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Administrative Agent in respect thereof, (ii) other than in connection with a disposition permitted pursuant Section 6.05 of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral Stock or which obligate the any issuer of any Capital Pledged Stock included in that is a Subsidiary of the Pledged Collateral Company to issue additional Capital StockEquity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in Exhibit GC, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Equity Interests of each issuer of Pledged Stock which constitutes Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Secured Obligations) or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Smithfield Foods Inc), Pledge and Security Agreement (Smithfield Foods Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledgor hereby covenants and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is agrees that, without the direct, sole beneficial owner and sole holder of record prior written consent of the Pledged Collateral listed on Exhibit G as being owned by itTrustee, free and clear which shall not be unreasonably withheld, delayed or conditioned, it shall not vote or take any other action to amend or terminate any LLC Agreement, certificate of formation, by-laws or other organizational documents in any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants way that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to materially changes the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) rights of the Pledgor with respect to any certificates representing any Pledged Collateral constituting Capital Stockor adversely affects the validity, either such certificates are Securities perfection or priority of the Trustee’s Security Interest (including without limitation, any election that would cause the Pledged LLC Interest not to be a “Security” under Section 8-102(a)(15) of the UCC, it being acknowledged that as defined of the date hereof the LLC Agreement, in accordance with Section 8-103(c) of the UCC as in effect in the State of Delaware and Section 8-103(c) of the UCC as in effect in the State of New York, provides that each limited liability company interest in the Issuer shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the UCC Uniform Commercial Code (including Section 8 102(a)(15) thereof) as a result in effect from time to time in the State of actions Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary American Law Institute and the Collateral Agent pursuant to which the Collateral Agent has Control National Conference of Commissioners on Uniform State Laws and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered approved by the issuer of such IndebtednessAmerican Bar Association on February 14, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder1995).
(b) In additionThe Pledgor hereby covenants and agrees that, (i) none in the event it establishes or acquires rights in any Pledged Collateral after the date hereof, it shall deliver to the Trustee a completed Security Supplement, together with all supplements to Schedules hereto, reflecting such new Pledged Collateral and all other Pledged Collateral. Notwithstanding the foregoing, it is understood and agreed that the Security Interest of the Trustee shall attach to all Pledged Collateral owned immediately upon the Pledgor’s acquisition of rights therein and shall not be affected by it has been issued or transferred in violation the failure of the securities registration, securities disclosure or similar laws of any jurisdiction Pledgor to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating deliver a supplement to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is Schedule 3.5 as required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyhereby.
(c) Except as set forth The Pledgor hereby covenants and agrees that it shall enforce all of its rights with respect to any Pledged Collateral.
(d) The Certificated Securities referred to in Exhibit GSection 3.5(d) shall be held by the Trustee in the State of New York. With respect to any Pledged Collateral constituting Certificated Securities acquired or pledged after the date hereof, such Grantor or Grantors collectively own 100% immediately, and in any event within ten days of the issued Pledgor acquiring rights therein, the Pledgor shall deliver or cause to be delivered to the Trustee all such Certificated Securities, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Trustee in the State of New York (which Certificated Securities and outstanding Capital Stock which constitutes Pledged Collateral stock powers shall be held by the Trustee in the State of New York) and none all such instruments and documents as the Trustee may reasonably request in order to give effect to the pledge granted hereby.
(e) Upon the occurrence and during the continuance of an Enforcement Event, the Trustee shall have the right, without notice to the Pledgor, to transfer all or any portion of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Enforcement Event, the Trustee shall have the right of payment to other Indebtedness or subject at any time, without notice to the terms Pledgor, to exchange any certificates representing Pledged Collateral for certificates of an indenturesmaller or larger denominations.
Appears in 2 contracts
Sources: Parent Pledge Agreement, Pledge Agreement (Shaw Group Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock that constitutes Pledged Collateral pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and accurate list constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record Collateral).
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free Stock (other than Pledged Stock in limited liability companies and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants partnerships) that (i) all constitutes Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, and validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any All Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, orand, if such certificates are not Securitiesapplicable, such Grantor any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has so informed been delivered to the Collateral Agent so that in accordance with Section 4.4(a) (Pledged Collateral) and Section 7.11 of the Collateral Agent may take steps Credit Agreement.
(d) Subject to perfect its security interest therein as a General IntangibleSection 4.7, (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary in a Securities Account is covered subject to a Control Account Agreement.
(e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in a control agreement among Securities Account that is subject to a Control Account Agreement.
(f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedshall cease to be a member, authenticated or issued and delivered by partner or, as the issuer of such Indebtednesscase may be, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor holder of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyStock.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Warnaco Group Inc /De/), Pledge and Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in a material adverse effect on the Collateral, Lender’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. Pledgor agrees that all Pledged Collateral owned rights to do any and all of the foregoing have been collaterally assigned to and may be exercised by it constituting Capital Stock has been (Lender but Pledgor agrees that, upon reasonable request from Lender from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to exercise all of Pledgor’s rights under the Charter Documents to which it is a party for all purposes not inconsistent with any of the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document, provided that Pledgor agrees that it will not take any action in any manner that is inconsistent with the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document.
(ii) Anything to the contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of its duties and obligations thereunder to the same extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessableas if this Pledge Agreement had not been executed, (ii) with respect to the exercise by Lender of any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result rights hereunder shall not release Pledgor from any of actions by its duties or obligations under the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital StockCharter Documents, and (iii) Lender shall have no consent, approval, authorization, obligation or other action by, and no giving of notice, filing with, any governmental authority liability for Pledgor’s actions or any other Person is required for omissions under the pledge Charter Documents by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance reason of this Security Agreement by such GrantorPledge Agreement, or for the exercise by the Collateral Agent nor shall Lender be obligated to perform any of the voting obligations or other rights provided duties of Pledgor thereunder or to take any action to collect or enforce any claim for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallypayment assigned hereunder.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Heritage Global Inc.), Pledge and Security Agreement (Heritage Global Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged Collateral owned any Event of Default, upon notice by such Grantor. Such Grantor is the directLender to the Borrower, sole beneficial owner and sole holder of record (i) the Lender shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Borrower’s obligations as set forth in this Agreement and non‑assessable, (ii) with respect the Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged SECURITY AGREEMENT Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions Lender may determine), all without liability except to account for property actually received by the issuer or otherwiseit; provided, orhowever, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps Lender shall have no duty to perfect its security interest therein as a General Intangiblethe Borrower to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none the Borrower shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Borrower hereby grants to the Lender an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in Borrower’s obligations under this Security Agreement or for and the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyNote.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% The Borrower hereby expressly authorizes and instructs each issuer of the issued and outstanding Capital Stock which constitutes any Pledged Collateral pledged hereunder by the Borrower to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and none is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Borrower, and the Borrower agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureLender.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Babcock & Brown JET-i Co., Ltd.), Pledge and Security Agreement (BBGP Aircraft Holdings Ltd.)
Pledged Collateral. (a) Exhibit G sets forth a complete Upon the occurrence and accurate list during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all Pledged Collateral owned by such Grantor. Such Grantor is the directcash dividends, sole beneficial owner and sole holder of record payments or other Proceeds paid in respect of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorizedObligations in the order set forth in the Credit Agreement, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so or its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Obligations.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or Grantors collectively own 100% of the issued further instructions from such Grantor, and outstanding Capital Stock which constitutes Pledged Collateral each Grantor agrees that such issuer shall be fully protected in so complying and none of (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms Collateral Agent for deposit in a Cash Collateral Account or, with the consent of the Collateral Agent, an indentureEligible Deposit Account.
Appears in 2 contracts
Sources: Security Agreement (Merisant Worldwide, Inc.), Security Agreement (Merisant Co)
Pledged Collateral. (a) Exhibit G sets forth a complete Subject to Section 4.04 and accurate list of all Section 4.12, if any Grantor shall receive or become entitled to receive any Pledged Collateral owned by such Grantor. Such Grantor is after the directClosing Date, sole beneficial owner and sole holder of record of it shall deliver to the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that Administrative Agent (i) all a duly executed Pledged Collateral owned by it constituting Capital Stock has been Addendum identifying such Pledged Collateral; (ii) to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stockis represented by certificates or promissory notes, either such certificates are Securities as defined or promissory notes, together with undated powers of transfer forms endorsed in Article 8 of the UCC as a result of actions blank by the issuer or otherwisesuch Grantor, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all to the extent such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not certificated, an executed control agreement, in default thereunderform and substance satisfactory to the Administrative Agent.
(b) In additionUpon the occurrence and continuance of an Event of Default, (i) none each Grantor shall promptly deliver to the Administrative Agent a copy of the Pledged Collateral owned each material written notice or other material written communication received by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the any Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyCollateral.
(c) Except as set forth No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral which would materially adversely affect either the rights of the Administrative Agent or the other Credit Parties pursuant to the Loan Documents or the value of the Pledged Collateral, or that would result in Exhibit Ga material violation of any provision of the Credit Agreement or any other Loan Document.
(d) Each Grantor agrees that it will assist the Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, provincial, territorial, or foreign law in connection with the Administrative Agent’s Liens on the Pledged Collateral or any sale or transfer thereof.
(e) As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the “Uncertificated Interests”), each Grantor hereby represents, warrants and covenants that such Uncertificated Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and in a securities account. In addition, none of the Pledged Collateral which represents Indebtedness owed to Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Uncertificated Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provides or shall provide that such Pledged Interests are securities governed by STA as in effect in any relevant jurisdiction. No Grantor is subordinated in right has consented to, nor will consent to, nor does any Grantor have any knowledge of payment to control by any other Indebtedness or subject Person with respect to the terms of an indentureCollateral other than the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.and
Appears in 2 contracts
Sources: Pledge and Security Agreement (Star Gas Partners Lp), Pledge and Security Agreement (Star Gas Partners Lp)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor is listed on and accurate list constitutes that percentage of the issued and outstanding equity of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder classes of record each issuer thereof as set forth on.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free Stock (other than Pledged Stock in limited liability companies and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants partnerships) that (i) all constitutes Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, and validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any All Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, orand, if such certificates are not Securitiesapplicable, such Grantor any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has so informed been delivered to the Collateral Agent so that in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent may take steps Agent.
(d) Subject to perfect its security interest therein as a General IntangibleSection 3.5(a), (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary in a Securities Account is covered subject to a Control Account Agreement.
(e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by a control agreement among such Grantor, Certificated Securities or (ii) Instruments in the securities intermediary and possession of the Collateral Agent pursuant or that consisting of Financial Assets held in a Securities Account that is subject to which the Collateral Agent has a Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAccount Agreement.
(bf) In addition, The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) none the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the Pledged Collateral owned by it has been issued or transferred in violation rights of the securities registrationDebtor granting the security interest therein, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, and (ii) there are existing no optionsa transferee or assignee of Stock of such Person from becoming a member, warrantspartner or, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate as the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockcase may be, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor holder of such Pledged Collateral Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to this Security Agreement or for the executionConstituent Documents of any Person governing any Pledged Stock, delivery and performance of this Security Agreement by such Grantor, or for upon the exercise by the Collateral Agent transfer of the voting or other rights provided for in this Security Agreement or for the remedies in respect entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyStock.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: General Security Agreement (Warnaco Group Inc /De/), General Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby (except any Equity Interests in respect of which a Grantor owns less than 10% of the Equity Interests of the issuer of such GrantorEquity Interests). Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) it shall have used commercially reasonable efforts to ensure that all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which that represents Indebtedness owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none None of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no optionsnone of the Pledged Collateral is or will be subject to any option, warrantsright of first refusal, calls shareholders agreement, charter or commitments by-law provisions or contractual restriction of any character whatsoever relating to nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or which obligate disposition thereof pursuant hereto or the issuer exercise by the Agent of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockrights and remedies hereunder, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor the Grantors of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantorthe Grantors, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in on Exhibit GF, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such a Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Neiman Marcus Group Inc), Pledge and Security Agreement (Neiman Marcus, Inc.)
Pledged Collateral. (a) Exhibit G sets Except as set forth a complete and accurate list of on Schedule 2, all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)
Pledged Collateral. (a) Exhibit G C sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G C as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 9 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Securities Account Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAgreement.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Pledge Agreement or for the execution, delivery and performance of this Security Pledge Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Pledge Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge Agreement, Pledge Agreement (Vista Proppants & Logistics Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete Each Grantor is the holder of record and accurate list the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted by Section 6.2 of the Credit Agreement, of the Pledged Collateral indicated on Schedule 3 as being owned by such Grantor and any Pledged Collateral owned by such GrantorGrantor and acquired after the Effective Date. Such Grantor is Except as otherwise disclosed on Schedule 3 attached hereto or the directPerfection Certificate attached hereto, sole beneficial owner and sole holder no amounts payable under or in connection with any of record the Collateral are evidenced by any instruments or chattel paper as of the Effective Date.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all constituting Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) Interests is duly authorized, validly issued, are fully paid and non‑assessablenonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule 3, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Addendum or any Supplement to this Agreement. All of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary constituting Pledged Notes is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or validly issued and delivered by the issuer of such Indebtedness, Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Collateral Agent as provided herein.
(bc) In additionAll actions necessary to perfect or establish the first priority of the Collateral Agent’s Liens (subject to Permitted Encumbrances which have priority by operation of law or as provided in the Intercreditor Agreement) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (iA) none upon the execution and delivery of this Security Agreement; (B)(i) upon the taking of possession by the Collateral Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Collateral Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed in blank by the applicable Grantor; and (C) upon the filing of PPSA financing statements in the applicable jurisdiction for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Collateral Agent (or, with respect to any Pledged Collateral created or obtained after the Effective Date, will deliver and deposit in accordance with Section 3.13 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor, and undated powers endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by it such Grantor has been issued or transferred in violation of the any securities registration, securities disclosure disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and except for the liens granted pursuant to the First Lien Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, are and is fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal and beneficial owner thereof, (ic) none in the case of the Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral owned of such Grantor constituting Instruments issued by it has been issued or transferred in violation a Subsidiary of the securities registrationsuch Grantor, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments restrictions on the transferability of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the such additional Pledged Collateral to issue additional Capital Stockthe Administrative Agent or with respect to the foreclosure, and transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (iiid) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge Pledged Stock pledged by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% constitute all of the issued and outstanding shares of Capital Stock which constitutes of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral and none Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Collateral which represents Indebtedness owed to Stock pledged by such Grantor is subordinated in right of payment to other Indebtedness or subject have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of an indentureany such Pledged Collateral Agreement, and (iv) no Pledged Collateral Agreement will be breached or violated as a result of entering into any stock pledge or share pledge.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Monotype Imaging Holdings Inc.), Senior Secured Credit Agreement (Monotype Imaging Holdings Inc.)
Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GE, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Clarus Corp), Pledge and Security Agreement (Clarus Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Wanxiang Group Corp), Pledge and Security Agreement (A123 Systems, Inc.)
Pledged Collateral. (ai) Exhibit G sets forth a complete All certificates and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner promissory notes and sole holder of record of instruments evidencing the Pledged Collateral listed shall be delivered to and held by or on Exhibit G behalf of the Administrative Agent, for itself and the benefit of the Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by the applicable Borrower;
(ii) Without the prior written consent of the Administrative Agent, no Borrower will sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or g▇▇▇▇ ▇ ▇▇▇▇ in the Pledged Collateral, unless otherwise expressly permitted by this Agreement;
(iii) Each Borrower will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as being owned the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and the Lenders obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by itthis Agreement, free and clear including the filing of any Liensnecessary Code financing statements, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned which may be filed by it constituting Capital Stock has been the Administrative Agent with or (to the extent permitted by law) without the signature of the relevant Borrower, and will cooperate with the Administrative Agent, at such concepts are relevant Borrower’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with respect to such Liens or any sale or transfer of the Pledged Collateral;
(iv) Each Borrower has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it being understood that nothing in this clause (iv) will prevent such Borrower from disposing of Pledged Collateral as otherwise permitted by Section 6.8); and
(v) Each Borrower will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to the Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent a Pledge Amendment, duly authorizedexecuted by such Borrower, validly issuedin substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, are fully paid notes or instruments, pursuant to which such Borrower shall pledge to the Administrative Agent all of such additional Stock, notes and non‑assessable, (ii) instruments; provided that such Borrower shall be required to do the foregoing with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions promissory note or instrument only if requested to do so by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Section 10.2(a)(ii) of this Agreement. Borrower hereby authorizes Administrative Agent has Control to attach each Pledge Amendment to this Agreement and (iv) agrees that all Pledged Collateral which represents Shares and Pledged Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and listed on any Pledge Amendment delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureAdministrative Agent shall for all purposes hereunder be considered Pledged Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Republic Airways Holdings Inc), Secured Debtor in Possession Credit Agreement (Republic Airways Holdings Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under any applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Accuray Inc), Credit Agreement (Organogenesis Holdings Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Ultra Clean Holdings Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete Subject to the terms of the Intercreditor Agreement and accurate list during the continuance of all Pledged an Event of Default under any Credit Agreement or the Indenture, upon notice by the Collateral owned by such Grantor. Such Agent to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Secured Obligations in the order set forth in the Intercreditor Agreement and non‑assessable, (ii) with respect the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) only during the continuance of an Event of Default under any Credit Agreement or the Indenture and which obligate proxy shall only terminate upon the issuer earlier to occur of any Capital Stock included in (x) the Pledged Collateral to issue additional Capital Stock, termination of such Event of Default and (iiiy) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent payment in full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyapplicable Secured Obligations.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default under any Credit Agreement or Grantors collectively own 100% the Indenture has occurred and is continuing and (B) is otherwise in accordance with the terms of the issued this Agreement, without any other or further instructions from such Grantor, and outstanding Capital Stock which constitutes Pledged Collateral each Grantor agrees that such issuer shall be fully protected in so complying and none of (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureCollateral Agent.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral Equity Interests in Domestic Subsidiaries owned by such each Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by itEquity Interests in such Domestic Subsidiaries, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest of a Domestic Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest of a Domestic Subsidiary, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it Equity Interests in the Domestic Subsidiaries has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, subject and (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyEquity Interests.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of Equity Interests in the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureDomestic Subsidiaries owned by it.
Appears in 2 contracts
Sources: Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list as of the Closing Date of all Pledged Collateral which constitutes Equity Interests owned by such Grantor or which represents Indebtedness owed to such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the such Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Note Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Note Collateral Agent so that the Collateral Agent it may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Note Collateral Agent pursuant to which the Note Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Note Collateral Agent, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) is not in default thereunder.
(b) In additionExcept as set forth on Exhibit G as of the Closing Date, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Note Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, those that have been obtained or made and are in full force and effect.
(c) Except as set forth in Exhibit G, as of the Closing Date, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (other than any Intercompany Note) is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Westmoreland Energy LLC), Pledge and Security Agreement (WESTMORELAND COAL Co)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer Grantor or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionGrantors, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of Administrative Agent shall have the securities registrationright to receive any and all cash dividends, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, payments or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies Proceeds paid in respect of the Pledged Collateral pursuant and make application thereof to this Security Agreement, except as may be required the Obligations in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as order set forth in Exhibit Gherein, such Grantor and (ii) the Administrative Agent or Grantors collectively own 100% their nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the issued and outstanding Capital Stock which constitutes relevant issuer or issuers of Pledged Collateral or otherwise and none (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which represents Indebtedness owed they may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations.
(iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is subordinated continuing and (B) is otherwise in right of payment to other Indebtedness or subject to accordance with the terms of an indenturethis Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent.
Appears in 2 contracts
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp), Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Telecommunications LTD)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such the Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Agent Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such the Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Mam Software Group, Inc.), Pledge and Security Agreement (Mam Software Group, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (K2m Group Holdings, Inc.), Guarantee and Collateral Agreement (K2m Group Holdings, Inc.)
Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the most recent Exhibit Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), (ii) with respect to any certificates delivered to the Term Loan Collateral Agent or the Collateral Agent representing any Pledged Collateral constituting Capital Stockcapital stock, either such certificates are Securities as defined in Article 8 Section 1 of the UCC STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General an Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it and issued by any other Grantor or Subsidiary or any joint venture of any of the foregoing has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer Issuer of any Capital Stock capital stock included in the Pledged Collateral to issue additional Capital Stockcapital stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or or, except as set forth in the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as have been received or as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GE, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock capital stock of each Subsidiary which constitutes Pledged Collateral owned by it and on the Closing Date none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than such Indebtedness that is subordinated to the Obligations, Indebtedness under the Loan Documents and/or Indebtedness under the Term Loan Documents) or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Postmedia Network Canada Corp.)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and accurate list constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral owned Collateral), in each case, as supplemented by such a Pledge Amendment, duly executed by the Grantor. Such Grantor is , in substantially the direct, sole beneficial owner and sole holder form of record Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder.
(b) All of the Pledged Collateral listed on Exhibit G as being owned Stock (other than Pledged Stock in limited liability companies and partnerships) pledged hereunder by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been duly authorized, validly issued and is fully paid and nonassessable (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 applicable under the laws of the UCC as a result jurisdiction of actions by organization of the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed thereof).
(c) Each of the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the extent such concepts are applicable to such Pledged Stock under the laws of the jurisdiction of organization of the issuer thereof) in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such issuer is not other similar laws relating to or affecting creditors’ rights generally, and general equitable principles, whether considered in default thereundera proceeding in equity or at law.
(bd) In addition, (i) none of the All Pledged Collateral owned by it and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction delivered to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 10.11 of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyCredit Agreements.
(ce) Except as set forth permitted by the Credit Agreements and the Indenture, all Pledged Collateral held by a Securities Intermediary in Exhibit Ga Securities Account is in a Control Account.
(f) Except as permitted by the Credit Agreements and the Indenture, such Grantor other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than that represented by Certificated Securities or Grantors collectively own 100% Instruments in the possession of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none Agent or that consist of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated Financial Assets held in right of payment to other Indebtedness or subject to the terms of an indenturea Control Account.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)
Pledged Collateral. Subject to the Intercreditor Agreement:
(a) Exhibit G sets forth a complete If any Grantor acquires Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, “Negotiable Collateral”), such Grantor shall, immediately upon receipt thereof, deliver to the Collateral Agent the Negotiable Collateral and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is shall, at the direct, sole beneficial owner and sole holder of record request of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that Lender (i) all Pledged endorse the same for transfer in blank or as the Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessableAgent may direct, (ii) with respect cause any transfer to be registered wherever, in the opinion of the Lender, such registration may be required or advisable, and (iii) deliver to the Collateral Agent any certificates representing and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral.
(b) Each Grantor shall not cause or permit any Pledged Person other than the Collateral constituting Capital Stock, either such certificates are Securities Agent to have control (as defined in Article 8 the STA) of any investment property constituting part of the UCC as Collateral, other than control in favour of a result of actions by the issuer depositary bank or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, which has subordinated its lien to the securities intermediary and lien of the Collateral Agent pursuant to which documentation in form and substance satisfactory to the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyAgent.
(c) Except as set forth in Exhibit GProvided no Event of Default has occurred and is continuing, such any Grantor or Grantors collectively own 100% has the right to exercise all voting, consensual and other powers of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged ownership pertaining to Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to investment property (the “Pledged Investment Property”) for all purposes not inconsistent with the terms of this Security Agreement and each Grantor agrees that it will not vote the Pledged Investment Property in any manner that is inconsistent with such terms.
(d) Provided no Event of Default has occurred and is continuing, any Grantor may receive and retain any dividends, distributions or proceeds on the Pledged Investment Property.
(e) If an indentureEvent of Default has occurred and is continuing, whether or not the Collateral Agent exercises any right to declare any Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this security agreement or otherwise, all dividends and other distributions on the Pledged Investment Property shall be paid directly to the Collateral Agent and retained by it as part of the Collateral, and, if the Collateral Agent so requests in writing, the Corporation will execute and deliver to the Collateral Agent any instruments or other documents necessary or desirable to ensure that the Pledged Investment Property is paid directly to the Collateral Agent.
(f) With respect to (i) the securities accounts (other than securities accounts with an aggregate value of less than $10,000) and (ii) any Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement to enter into a control agreement, such agreement to be in form and substance reasonably satisfactory to the applicable Grantor and the Collateral Agent (which agreement may also be for the benefit of the agent for the Term Loan); provided that the Collateral Agent will not exercise exclusive control over such accounts except after a Cash Control Event; provided further that no Grantor shall be required to take the foregoing actions with respect to any securities account until the later of (A) sixty (60) days after the Effective Date and (B) in the case of securities accounts opened after the Effective Date, at the time of establishment of such securities account (or, in each case, such later date as the Collateral Agent shall in its reasonable discretion agree).
Appears in 2 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorObligor. Such Grantor Obligor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)any Permitted Liens. Such Grantor Obligor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor Obligor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, Intangible and (iii) all such Pledged Collateral held by a securities intermediary or commodity intermediary is covered by a control agreement among such GrantorObligor, the securities intermediary or commodity intermediary, as applicable, and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor Obligor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such GrantorObligor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GE, such Grantor or Grantors collectively own Obligor owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor Obligor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Guaranty and Collateral Agreement, Guaranty and Collateral Agreement (Superior Energy Services Inc)
Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole record and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by itthe Grantor, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted Encumbrances. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to Agent representing any Pledged Collateral constituting Capital StockEquity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, otherwise or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its the security interest therein as a General Intangible, (iiiii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement Control Agreement among such the Grantor, the securities intermediary and Agent on behalf of the Collateral Agent Secured Parties, or otherwise held under terms, pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionControl, (iiii) none of the Pledged Collateral owned by it the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iiiv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital StockCollateral, and (iiiv) no consent, approval, authorization, or other action by, and no giving of notice, notice or filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(cb) Except as set forth in Exhibit GF, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness indebtedness owed to such the Grantor is subordinated in right of payment to other Indebtedness indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (CareView Communications Inc), Pledge and Security Agreement (CareView Communications Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor is listed on Schedule 2 and accurate list constitutes that percentage of the issued and outstanding equity of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder classes of record each issuer thereof as set forth on Schedule 2.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free Stock (other than Pledged Stock in limited liability companies and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants partnerships) that (i) all constitutes Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, and validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any All Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, orand, if such certificates are not Securitiesapplicable, such Grantor any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has so informed been delivered to the Collateral Agent so that in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent may take steps Agent.
(d) Subject to perfect its security interest therein as a General IntangibleSection 3.5(a), (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary in a Securities Account is covered subject to a Control Account Agreement.
(e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by a control agreement among such Grantor, Certificated Securities or (ii) Instruments in the securities intermediary and possession of the Collateral Agent pursuant or that consisting of Financial Assets held in a Securities Account that is subject to which the Collateral Agent has a Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAccount Agreement.
(bf) In addition, The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) none the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the Pledged Collateral owned by it has been issued or transferred in violation rights of the securities registrationDebtor granting the security interest therein, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, and (ii) there are existing no optionsa transferee or assignee of Stock of such Person from becoming a member, warrantspartner or, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate as the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockcase may be, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor holder of such Pledged Collateral Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to this Security Agreement or for the executionConstituent Documents of any Person governing any Pledged Stock, delivery and performance of this Security Agreement by such Grantor, or for upon the exercise by the Collateral Agent transfer of the voting or other rights provided for in this Security Agreement or for the remedies in respect entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyStock.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: General Security Agreement (Warnaco Group Inc /De/), General Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G As of the Closing Date, each of Schedule 9 and Schedule 10 to the Perfection Certificate sets forth a complete and accurate list of all of the Pledged Collateral required to be disclosed on such Schedules by Sections 9 and 10 of the Perfection Certificate owned by such Grantor. Such As of the Closing Date, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G in Schedule 9 or Schedule 10 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder, the security interest granted to the U.S. ABL Administrative Agent and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) it has used its commercially reasonable efforts to ensure that all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderControl.
(b) In addition, (i) except as otherwise permitted by the Credit Agreement, none of the Pledged Collateral owned by it has been issued is or transferred in violation will be subject to any option, right of the securities registrationfirst refusal, securities disclosure shareholders agreement, charter or similar laws by-law provision or contractual restriction of any jurisdiction to which such issuance nature that might prohibit, impair, delay or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments otherwise affect the pledge of any character whatsoever relating to such Pledged Collateral hereunder, the sale or which obligate disposition thereof pursuant hereto or the issuer exercise by the Administrative Agent of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, rights and remedies hereunder and (iiiii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallygenerally or as may otherwise be required by law in connection with an exercise of remedies.
(c) Except as set forth in Exhibit GSchedule 9 to the Perfection Certificate, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureowned by it.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (TMS International Corp.)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor is listed on Schedule 2 (Pledged Collateral) and accurate list constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record Collateral).
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free Stock (other than Pledged Stock in limited liability companies and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants partnerships) that (i) all constitutes Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, and validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any All Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, orand, if such certificates are not Securitiesapplicable, such Grantor any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has so informed been delivered to the Collateral Agent so that in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent may take steps Agent.
(d) Subject to perfect its security interest therein as a General IntangibleSection 3.5(a), (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary in a Securities Account is covered subject to a Control Account Agreement.
(e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by a control agreement among such Grantor, Certificated Securities or (ii) Instruments in the securities intermediary and possession of the Collateral Agent pursuant or that consisting of Financial Assets held in a Securities Account that is subject to which the Collateral Agent has a Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderAccount Agreement.
(bf) In addition, The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) none the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the Pledged Collateral owned by it has been issued or transferred in violation rights of the securities registrationDebtor granting the security interest therein, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, and (ii) there are existing no optionsa transferee or assignee of Stock of such Person from becoming a member, warrantspartner or, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate as the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockcase may be, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor holder of such Pledged Collateral Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to this Security Agreement or for the executionConstituent Documents of any Person governing any Pledged Stock, delivery and performance of this Security Agreement by such Grantor, or for upon the exercise by the Collateral Agent transfer of the voting or other rights provided for in this Security Agreement or for the remedies in respect entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyStock.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: General Security Agreement (Warnaco Group Inc /De/), General Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22) sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e)6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon- assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GG (as such Exhibit may be supplemented from time to time in accordance with Section 8.22), such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than the Secured Obligations) or subject to the terms of an indenture.
Appears in 2 contracts
Sources: u.s. Pledge and Security Agreement (Urban Outfitters Inc), Pledge and Security Agreement (Urban Outfitters Inc)
Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date, including without limitation a list of (i) all the issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Equity Interests maintained in a securities account identified on Schedule 3.03 of the Perfection Certificate delivered on the Closing Date), and an indication of whether such Equity Interests are certificated and (ii) the percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. Such As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral Securities listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the benefit of the Foreign Facility Secured Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Capital Stock Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Agent (or its agent or designee) representing any Pledged Collateral constituting Capital StockEquity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the Equity Interests owned by Foreign Obligors, as defined in any other Applicable Law, as applicable) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, ; (iii) all such Pledged Collateral held by a securities intermediary Securities Intermediary (other than in an Excluded Account) is covered by a control or blocked account agreement among such Grantor, the securities intermediary Securities Intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control; provided that no such control or blocked account agreements shall be required prior to the applicable Control Agreement Deadline or if, with respect to a Foreign Domiciled Obligor, such requirement is contrary to the Agreed Security Principles and (iv) all Pledged Collateral which represents Indebtedness Debt owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such IndebtednessDebt, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) the pledge of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board, any successor thereto or any other Applicable Law, (ii) to the best of such Grantor’s knowledge, none of the Pledged Collateral owned by it has been issued or transferred in material violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iiiii) as of the Closing Date there are existing no options, restrictions, warrants, calls or commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the issuer of any Capital Stock Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Capital StockEquity Interests, and (iiiiv) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, or where the absence of which could not reasonably be expected to have a Material Adverse Effect.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Foreign Facility Guarantee and Collateral Agreement, Foreign Facility Guarantee and Collateral Agreement (Horizon Global Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete Such Grantor shall (i) deliver to the Collateral Agent, all certificates and accurate list of all Instruments representing or evidencing any Pledged Collateral owned (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment in the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreements and the Indenture, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor is authorizes the direct, sole beneficial owner Collateral Agent to attach each Pledge Amendment to this Agreement. For the purpose of obtaining or preserving the full benefits of this Agreement and sole holder of record of the Pledged rights and powers herein granted, the Collateral listed on Exhibit G as being owned by itAgent shall have the right in its reasonable discretion, free and clear of at any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that time (i) all Pledged Collateral owned by it constituting Capital Stock has been (upon request and if the Company fails to comply with such request, to the extent such concepts are relevant with respect necessary or appropriate to such Pledged Collateral) duly authorizedperfect the security interests contemplated herein, validly issued, are fully paid and non‑assessable, (ii) with respect during an Event of Default under any Credit Agreement or the Indenture, without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any certificates Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral constituting Capital Stock, either such for certificates are Securities as defined in Article 8 or instruments of the UCC as a result of actions by the issuer smaller or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderlarger denominations.
(b) In additionExcept as provided in Article V (Remedial Provisions), (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant shall be entitled to this Security Agreement or for the executionreceive all cash dividends, delivery distributions, principal and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies interest paid in respect of the Pledged Collateral (other than liquidating or distributing dividends) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to this Security Agreementthe recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, except unless otherwise (i) subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in accordance with the Credit Agreements and the Indenture, be delivered to the Collateral Agent to be held by it hereunder as may additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be required received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in connection with trust for the Collateral Agent, segregated from other funds of such disposition by laws affecting Grantor, as additional security for the offering and sale of securities generallySecured Obligations.
(c) Except as set forth provided in Exhibit GArticle V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or Grantors collectively own 100% right exercised or other action taken by such Grantor that would impair the Collateral (except to the extent permitted under the Credit Agreements and the Indenture), be inconsistent with or result in any violation of any provision of the issued and outstanding Capital Stock which constitutes Credit Agreements or the Indenture, this Agreement or any other Loan Document or Noteholder Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the Company to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral.
(d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the Collateral Agent, except to the extent permitted under the Credit Agreements and none the Indenture.
(e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of such Pledged Stock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence, formalize or otherwise give effect to the consents given in this clause (e).
(f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral which represents Indebtedness owed as a “security” under Section 8-103 of the UCC, or any election to such Grantor turn any previously uncertificated Stock that is subordinated in right part of payment to other Indebtedness or subject to the terms of an indenturePledged Collateral into certificated Stock.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)
Pledged Collateral. (a) Exhibit G F sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G F as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 Chapter 8.1 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such the Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GF, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such the Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Escalade Inc), Pledge and Security Agreement (Escalade Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete Each Grantor is the holder of record and accurate list the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule “3” as being owned by such Grantor and any Pledged Collateral owned by such Grantor. Such Grantor is and acquired after the direct, sole beneficial owner and sole holder of record Closing Date.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all constituting Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) Interests is duly authorized, validly issued, are fully paid and non‑assessablenon-assessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule “3”, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Addendum or any Supplement to this Agreement. All of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary consisting of Pledged Notes is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or validly issued and delivered by the issuer of such Indebtedness, Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein.
(bc) In additionAll actions necessary to perfect or establish the first priority of the Administrative Agent’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this Agreement; (B) (i) none upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed or transfer forms endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated powers endorsed or transfer forms endorsed in blank by the applicable Grantor; and (C) upon the filing of financing statements or the financing change statements in the applicable jurisdiction for such Grantor with respect to the Pledged Collateral of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Administrative Agent (or, with respect to any Pledged Interests created or obtained after the Closing Date, will deliver and deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor and undated powers endorsed or transfer forms endorsed in blank with respect to such certificates or promissory notes.
(d) None of the Pledged Collateral owned or held by it such Grantor has been issued or transferred in violation of the any securities registration, securities disclosure disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete Unless an Event of Default shall have occurred and accurate list be continuing and the Second Lien Administrative Agent shall have given notice to the relevant Grantor of the Second Lien Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record cash dividends paid in respect of the Pledged Collateral listed on Exhibit G as being owned by itEquity Interests and all payments made in respect of the Pledged Notes, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant permitted in the Second Lien Credit Agreement, and to exercise all voting and corporate rights with respect to such the Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, If an Event of Default shall occur and be continuing and the Second Lien Administrative Agent shall have given notice to the relevant Grantor of the Second Lien Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) none all rights of each Grantor to exercise or refrain from exercising the Pledged Collateral owned by voting and other consensual rights which it has been issued would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the First Lien Administrative Agent or transferred the Second Lien Administrative Agent, as applicable in violation of accordance with the securities registrationIntercreditor Agreement, securities disclosure who shall thereupon have the sole right, but shall be under no obligation, to exercise or similar laws of any jurisdiction to which refrain from exercising such issuance or transfer may be subjectvoting and other consensual rights, (ii) there are existing no optionsthe First Lien Administrative Agent or the Collateral Agent, warrantsas applicable in accordance with the Intercreditor Agreement, calls shall have the right, without notice to any Grantor, to transfer all or commitments any portion of any character whatsoever relating the Investment Property to such Pledged Collateral its name or which obligate the issuer name of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, its nominee or agent and (iii) no consentthe Second Lien Administrative Agent shall have the right to receive any and all cash dividends, approval, authorization, payments or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies Proceeds paid in respect of the Pledged Investment Property and make application thereof to the Obligations in such order as the Second Lien Administrative Agent may determine. In addition, the First Lien Administrative Agent or the Collateral pursuant to this Security Agent, as applicable in accordance with the Intercreditor Agreement, except as shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Second Lien Administrative Agent to exercise the voting and other consensual rights which it may be required in connection with such disposition by laws affecting entitled to exercise pursuant hereto after the offering occurrence and sale during the continuance of securities generallyany Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Second Lien Administrative Agent all proxies, dividend payment orders and other instruments as the Second Lien Administrative Agent may from time to time reasonably request, subject to the terms of the Intercreditor Agreement and each Grantor acknowledges that the Second Lien Administrative Agent may utilize the power of attorney set forth herein.
(c) Except as set forth in Exhibit G, Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor or Grantors collectively own 100% hereunder to (i) comply with any instruction received by it from the Second Lien Administrative Agent in writing that (x) states that an Event of the issued Default has occurred and outstanding Capital Stock which constitutes Pledged Collateral is continuing and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (y) is subordinated otherwise in right of payment to other Indebtedness or subject to accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an indentureEvent of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Collateral, directly to the Second Lien Administrative Agent.
Appears in 2 contracts
Sources: Second Lien Guarantee and Collateral Agreement (Generac Holdings Inc.), Second Lien Guarantee and Collateral Agreement (Generac Holdings Inc.)
Pledged Collateral. (a) Exhibit G sets forth Each Borrower hereby pledges, collaterally assigns and grants to Agent a complete security interest in the Pledged Collateral, as security for the performance of the Secured Obligations. Each Borrower irrevocably waives any and accurate list all of its rights under provisions of any Organizational Documents of any Subsidiary which is a limited liability company or limited partnership, and under the laws under which such Subsidiary has been organized, to the extent Borrower has the legal capacity to do so and that such waiver is permitted, that would operate to (a) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Borrower of which Equity Interests consisting of limited liability company or limited partnership interests constitute Pledged Collateral hereby irrevocably consents to the grant of the security interest provided for herein and to Agent or its nominee becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise of remedies pursuant to Section 10; provided that such successor member or partner, as applicable, then agrees in writing to be bound by, and a party to, the applicable Organizational Document pursuant to the terms therein.
(b) Except as otherwise expressly provided in this Agreement, any sums or other property paid or distributed upon or with respect to any of the Pledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Equity Interests or otherwise, shall, be paid over and delivered to Agent to be held by Agent as security for the payment in full in cash of all of the Secured Obligations, in each case, to the extent constituting Net Cash Proceeds. All payments received by a Borrower shall, until paid or delivered to Agent, be held in trust for Agent, as security for the payment and performance in full of all of the Secured Obligations, and when paid, shall be deposited into a Controlled Account.
(c) So long as no Event of Default shall have occurred and be continuing and at Agent’s written direction to the contrary, each Borrower shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by Agent of any remedies pursuant to Section 10.2 hereof, each Borrower shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification given by any Borrower if the effect thereof would materially impair respect Agent’s rights with respect to the enforcement of its Lien on the Pledged Collateral or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Borrower to receive cash dividends and distributions with respect to Pledged Collateral owned by such Grantor. Such Grantor is the directBorrower, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned and, at Agent’s option, upon notice by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (Agent to the extent such concepts are relevant applicable Borrower, all right to vote and give consents, waivers and ratifications with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid shall terminate upon the occurrence and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of during the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms continuation of an indentureEvent of Default.
Appears in 2 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged an Event of Default, upon notice by the Collateral owned by such Grantor. Such Grantor is Agent to the directDebtor, sole beneficial owner and sole holder of record (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Secured Obligations in the order set forth in the Credit Agreement and non‑assessable, (ii) with respect the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent may take steps shall have no duty to perfect its security interest therein as a General Intangiblethe Debtor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate the issuer proxy shall only terminate upon Discharge of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyLender Claims.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% The Debtor hereby expressly authorizes and instructs each issuer of the issued and outstanding Capital Stock which constitutes any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and none is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureCollateral Agent.
Appears in 2 contracts
Sources: General Security Agreement (Warnaco Group Inc /De/), General Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted under by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Term Loan Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.), Abl Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (PLAYSTUDIOS, Inc.), Pledge and Security Agreement (PLAYSTUDIOS, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable (to the extent applicable in the relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Pledged Collateral. Any Borrower shall, (a) Exhibit G sets forth a complete at such Borrower’s expense, promptly execute, acknowledge and accurate list deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of all Pledged Collateral owned the pledge intended to be created by such Grantor. Such Grantor is Section 3.3, shall maintain, preserve and defend the direct, sole beneficial owner and sole holder of record of title to the Pledged Collateral listed on Exhibit G as being owned by it, free and clear the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that ; (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (iib) with respect to any certificates representing any Pledged Collateral Equity Interests of an issuer owned by such Borrower constituting Capital Stocklimited liability company membership interests, either shall, to the extent it controls such certificates are Securities as defined in issuer, cause Article 8 of the UCC as a result Uniform Commercial Code of actions by such issuer’s jurisdiction of organization to govern the issuer or otherwise, or, if Equity Interests of such certificates are not Securitiesissuer, such Grantor has so informed Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Collateral Agent so that Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, Agent; (iiic) all such upon acquiring any new Equity Interests constituting Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantoror Instruments constituting Collateral, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and within five (iv5) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, Business Days (i) none of the Pledged Collateral owned by it has been issued or transferred deliver to Agent an updated Schedule 5.15 hereto, in violation of the securities registrationform reasonably satisfactory to Agent, securities disclosure or similar laws of any jurisdiction identifying such additional Equity Interests, which shall be attached to which such issuance or transfer may be subjectthis Agreement, (ii) there either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than Parent, to the extent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are existing no optionsissued, warrantsBorrowers shall not be required to deliver stock certificates, calls stock powers or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockcontrol agreements, and (iii) no consentto the extent related to an Investment in a new Platform Company, approvaldeliver an acknowledgement, authorization, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or other action by, and no giving of notice, filing with, any governmental authority assigning or any other Person is required for otherwise transferring or restricting its ability to vote the pledge Equity Interests owned by such Grantor of such Pledged Collateral Borrower other than pursuant to this Security Agreement any Loan Document or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition voting agreements entered into by laws affecting holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the offering and sale pledge or Agent’s exercise of securities generallyremedies with respect to Pledged Collateral.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Pledged Collateral. (a) Exhibit G E sets forth a complete and accurate list of all Pledged Collateral owned by such GrantorGrantor as of the First Amendment Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G E as being owned by it, free and clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent or its bailee for perfection representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent and/or its bailee for perfection may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Securities Account Control Agreement pursuant to which the Collateral Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Administrative Agent, all Pledged Collateral which represents representing Indebtedness owed to such Grantor and delivered to the Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned issued by it a Subsidiary of any Grantor (the “Subsidiary Pledged Collateral”) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such the Subsidiary Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Subsidiary Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such the Subsidiary Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Subsidiary Pledged Collateral pursuant to this Security Agreement, except as have been obtained, taken or filed and are in full force and effect or as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except As of the First Amendment Effective Date, except as set forth in Exhibit GE, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureowned by it.
Appears in 2 contracts
Sources: Credit Agreement (Interline Brands, Inc./De), Pledge and Security Agreement (Interline Brands, Inc./De)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Action Performance Companies Inc), Pledge and Security Agreement (Newpark Resources Inc)
Pledged Collateral. (a) 3.10.1 Exhibit G “E” sets forth a complete and accurate list of all Pledged Collateral the Instruments, Securities and other Investment Property owned by such GrantorGrantor as of the Closing Date but shall not include any Excluded Assets (“Pledged Collateral”). Such Each Grantor is the direct, sole direct and beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G “E” as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)4.1.4 hereof. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has have been (to the extent such concepts are relevant with respect to such Pledged CollateralCapital Stock) duly authorized, and validly issued, are fully paid and non‑assessablenon-assessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the case of limited liability companies and partnerships, are not represented by a certificate and have not provided that they securities governed by Article 8 of the UCC, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such GrantorSecurities Account Control Agreement, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Collateral Agent, all Pledged Collateral which represents Indebtedness representing indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is not in default thereunderthereunder and (v) with respect to Securities constituting Collateral that are uncertificated (other than uncertificated Securities credited to a Securities Account) owned by any Grantor, such Grantor has caused the issuer thereof either to (A) register the Collateral Agent as the registered owner of such security or (B) agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, without further consent of such Grantor.
(b) In addition3.10.2 As of the Closing Date and except as set forth on Exhibit “E”, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent Agent, or the Collateral Agent, as an agent of the Collateral Agent, of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws Laws affecting the offering and sale of securities generallygenerally and those that have been obtained or made and are in full force and effect.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Subsidiary owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (TransMedics Group, Inc.), Guarantee and Collateral Agreement (TransMedics Group, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or which (B) obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Arotech Corp), Pledge and Security Agreement (InfuSystem Holdings, Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the best knowledge of the such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged 1 Subject to review of Schedule 3 Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Pledged Collateral. (a) Exhibit G sets forth The Loan Parties shall provide to Lender a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is (including any Equity Interests in any other Loan Party) and, the direct, sole beneficial owner and sole holder Loan Parties shall promptly notify Lender in writing of record of the any additional Pledged Collateral listed on Exhibit G as being owned by itacquired or arising after the date thereof. Upon the request of Lender, free and clear of any Liens, except (a) certificates for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all certificated Pledged Collateral owned shall be promptly delivered by it constituting Capital Stock has been the Loan Parties to Lender duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto, and (b) the Loan Parties shall cause to the extent such concepts are relevant with respect be duly executed and delivered to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) Lender Control Agreements with respect to any certificates representing any Pledged Collateral constituting Capital Stockthat may be perfected by control under the UCC. Without in any way limiting the foregoing and subject to Section 9.13 during the existence of any Event of Default:
(i) The Loan Parties shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Agreement or any other Loan Document; provided however, either such certificates are Securities as defined that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of Lender in Article 8 respect of the UCC as a result Pledged Collateral. The Loan Party will permit Lender or its nominee at any time after the occurrence and during the continuance of actions by an Event of Default, without notice, to exercise all voting rights or other rights relating to the issuer Pledged Collateral, including, without limitation, exchange, subscription or otherwiseany other rights, orprivileges, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps or options pertaining to perfect its security interest therein as a General Intangible, (iii) all such any Equity Interest or Investment Property constituting Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, as if it were the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderabsolute owner thereof.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating The Loan Parties shall be entitled to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, receive all cash dividends and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies interest paid in respect of the Pledged Collateral pursuant to the extent not in violation of this Security Agreement; provided however, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit Gthat until actually paid, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed all rights to such Grantor is subordinated in right of payment to other Indebtedness or distributions shall remain subject to the terms Lien created by this Agreement. After the occurrence and during the continuance of an indentureEvent of Default, at the written direction of Lender, all such dividends and interest shall be paid over to Lender and applied or held as collateral security for the Secured Obligations.
Appears in 2 contracts
Sources: Credit and Security Agreement (Hudson Executive Investment Corp.), Credit and Security Agreement (Hudson Executive Investment Corp.)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged Collateral owned an Event of Default, upon notice by such Grantor. Such the Administrative Agent to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Obligations in the order set forth in the Credit Agreement and non‑assessable, (ii) with respect the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions Administrative Agent may determine), all without liability except to account for property actually received by the issuer or otherwiseit; provided, orhowever, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Administrative Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none each Grantor shall, during the continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy during the continuance of an Event of Default to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Obligations.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or Grantors collectively own 100% further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) during the continuance of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none an Event of Default, unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureAdministrative Agent.
Appears in 2 contracts
Sources: Security Agreement (Dominion Homes Inc), Security Agreement (Dominion Homes Inc)
Pledged Collateral. (a) Exhibit As of the date hereof, EXHIBIT G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit EXHIBIT G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable(except in the case of Pledged ULC Shares) non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has the Grantors have so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the applicable Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness having an individual fair market value in excess of $1,000,000 owed to such any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and and, to such Grantor's knowledge as of the date hereof, such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it (constituting Equity Interests of Parent's Subsidiaries) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such the Pledged Collateral (constituting Equity Interests of Parent's Subsidiaries) or which obligate the issuer (that is a Subsidiary of Parent) of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such any Grantor of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such any Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except (i) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (ii) consents, approvals, authorizations or other actions already taken, (iii) with respect to the Pledged ULC Shares and (iv) that the (x) limited partnership agreements governing the equity interests in Canadian limited partnerships forming part of Pledged Collateral and/or (y) the articles of association governing the Pledged ULC Shares may be subject to restrictions on transfer to non-residents of Canada.
(c) Except as set forth in Exhibit EXHIBIT G, such Grantor or the Grantors collectively own 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral and none as of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenturedate hereof.
Appears in 2 contracts
Sources: Credit Agreement (Dura Automotive Systems Inc), Pledge and Security Agreement (Dura Automotive Systems Inc)
Pledged Collateral. (a) Exhibit EXHIBIT G sets forth a complete and accurate list of all of the Pledged Collateral owned by such GrantorCollateral. Such The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit EXHIBIT G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for itself and for the benefit of the other Agents and the Lenders hereunder and Permitted Encumbrances referred to in paragraphs (a) or (e) of the definition thereof. Such The Grantor further represents and warrants with respect to its Pledged Collateral that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) except to the extent otherwise permitted pursuant to Section 9.15 of the Credit Agreement, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such the Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, the Grantor represents and warrants with respect to its Pledged Collateral that (i) to the Grantor's knowledge, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such the Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such the Grantor of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit EXHIBIT G, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes Pledged Collateral of the Grantor and none of the Pledged Collateral which represents Indebtedness owed to such the Grantor is subordinated in right of payment to other Indebtedness (other than the Obligations) or subject to the terms of an indenture.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Overhill Farms Inc), Pledge and Security Agreement (Overhill Farms Inc)
Pledged Collateral. (a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such GrantorGrantor as of the Closing Date. Such As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral Securities listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Capital Stock Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non‑assessable, non-assessable; (ii) with respect to any certificates delivered to the Collateral Agent representing any Pledged Collateral constituting Capital StockEquity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, ; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Pledged Collateral. (a) As of the date hereof, Exhibit G B sets forth a complete and accurate list of all Pledged Collateral owned held by the Grantor; provided that, (i) with respect to equity interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit B sets forth all such Grantorequity interests; (ii) with respect to equity interests issued by a non-Subsidiary, Exhibit B sets forth all such equity interests with an individual value in excess of $5,000,000; (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit B sets forth all such Instruments with an individual value in excess of $5,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit B sets forth all such Securities with an individual value in excess of $5,000,000. Such As of the date hereof, the Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G B as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)Permitted Liens. Such The Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued and are fully paid and non‑assessablenon-assessable, and (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness indebtedness owed to such the Grantor by any Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessindebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderissuer.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectsubject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights and remedies of the Collateral Agent in respect thereof, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral Stock or which obligate the any issuer of any Capital Pledged Stock included in that is a Subsidiary of the Pledged Collateral Company to issue additional Capital Stockequity interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such the Grantor of such Pledged Collateral Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except As of the date hereof, except as set forth in Exhibit GB, such the Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital equity interests of each issuer of Pledged Stock which constitutes Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness indebtedness owed to such the Grantor is subordinated in right of payment to other Indebtedness indebtedness (other than any such indebtedness that is subordinated to the Obligations) or subject to the terms of an indenture.
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Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged Collateral owned an Event of Default, upon notice by such Grantor. Such the Administrative Agent to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Obligations in the order set forth in the Credit Agreement and non‑assessable, (ii) with respect the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions Administrative Agent may determine), all without liability except to account for property actually received by the issuer or otherwiseit; provided, orhowever, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Administrative Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Obligations.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or Grantors collectively own 100% of the issued further instructions from such Grantor, and outstanding Capital Stock which constitutes Pledged Collateral each Grantor agrees that such issuer shall be fully protected in so complying and none of (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms Administrative Agent.
(d) It is hereby acknowledged and agreed that the Administrative Agent shall not deliver any blockage notice or similar document pursuant to any Deposit Account Control Agreement or Control Account Agreement unless an Event of an indentureDefault shall have occurred and be continuing.
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Sources: Pledge and Security Agreement (Hayes Lemmerz International Inc)
Pledged Collateral. 7.3.1 Pledged Equity.
(a) Exhibit G sets forth a complete Schedule 7.3 lists all Investment Property and accurate list of all Pledged Collateral Equity owned by such Grantorany Obligor. Such Grantor Obligor is the direct, sole record and beneficial owner of, and sole holder of record of has good and marketable title to, the Investment Property and Pledged Collateral listed on Exhibit G as being owned Equity pledged by itit hereunder, free and clear of any Liensand all Liens or options in favor of, or claims of, any other Person, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderPermitted Liens.
(b) In additionExcept as set forth on Schedule 7.3, (i) none of the Pledged Collateral Equity pledged by each Obligor hereunder constitutes all the issued and outstanding Equity Interests of all classes of Equity Interests of each Issuer owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyObligor.
(c) Except as set forth on Schedule 7.3, all Pledged Equity has been duly and validly issued and is fully paid and nonassessable.
7.3.2 CovenantsAs long as any Commitments or Obligations are outstanding, each Obligor shall:
(a) If such Obligor shall become entitled to receive or shall receive any certificate, option or right in Exhibit G, such Grantor or Grantors collectively own 100% respect of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Collateral which represents Indebtedness owed Equity, or otherwise in respect thereof, such Obligor shall accept the same as the agent of Agent for the ratable benefit of the Secured Parties, hold the same in trust for Agent for the ratable benefit of the Secured Parties and deliver the same forthwith to Agent in the exact form received, duly indorsed by such Grantor is subordinated Obligor to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in right of payment blank by such Obligor and with, if Agent so requests, signature guarantied, to other Indebtedness or be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an indentureEvent of Default, (i) any sums paid upon or in respect of the Investment Property (other than Excluded Assets) or Pledged Equity upon the liquidation or dissolution of any Issuer shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Investment Property (other than Excluded Assets) or Pledged Equity or any property shall be distributed upon or with respect to the Investment Property (other than Excluded Assets) or Pledged Equity pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property (other than Excluded Assets) or Pledged Equity shall be received by such Obligor, such Obligor shall, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent for the ratable benefit of the Secured Parties, segregated from other funds of such Obligor, as additional Collateral for the Obligations.
(b) Without the prior written consent of Agent, such Obligor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any Pledged Equity or proceeds thereof (except pursuant to a transaction expressly permitted hereunder), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property (other than Excluded Assets) or Pledged Equity or proceeds thereof, or any interest therein, except for Permitted Liens, or (iii) enter into any agreement or undertaking restricting the right or ability of such Obligor or Agent to sell, assign or transfer any of the Investment Property (other than Excluded Assets) or Pledged Equity or proceeds thereof,
(c) In the case of each Obligor which is an Issuer, such Obligor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property and Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify Agent promptly in writing of the occurrence of any of the events described in Section 7.3.2(a) with respect to the Investment Property (other than Excluded Assets) and Pledged Equity issued by it and (iii) the terms of Sections 7.3.3 shall apply to such Obligor with respect to all actions that may be required of it pursuant to Section 7.3.3 regarding the Investment Property and Pledged Equity issued by it.
(d) At any time and from time and to time, take such steps as Agent may reasonably request for Agent to obtain “control” (as defined in the UCC) of any Investment Property (other than Excluded Assets) and Pledged Equity with any agreements establishing control to be in form and substance reasonably satisfactory to Agent.
(e) In addition, none of the operative agreements governing any of the Investment Property (other than Excluded Assets) or Pledged Equity issued under any limited liability company operating agreement or partnership agreement provides or shall provide that such Investment Property or Pledged Equity constitutes securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; provided, however, that the such governing agreements may provide that such Investment Property or Pledged Equity constitutes securities governed by Article 8 of the applicable Uniform Commercial Code so long as the applicable Obligor granting a Lien in such Investment Property or Pledged Equity provides Agent with (i) prior written notice thereof and (ii) if such securities are certificated, delivery of such certificates, or if such securities are not certificated, a control agreement with respect to such securities.
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Pledged Collateral. Subject to the Intercreditor Agreement:
(a) Exhibit G sets forth a complete and accurate list During the continuance of all Pledged Collateral owned an Event of Default, upon notice by such Grantor. Such the Administrative Agent to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Obligations in the order set forth in the Credit Agreement and non‑assessable, (ii) with respect the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions Administrative Agent may determine), all without liability except to account for property actually received by the issuer or otherwiseit; provided, orhowever, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Administrative Agent may take steps shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate proxy shall only terminate upon the issuer of any Capital Stock included payment in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent full of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallySecured Obligations.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or Grantors collectively own 100% of the issued further instructions from such Grantor, and outstanding Capital Stock which constitutes Pledged Collateral each Grantor agrees that such issuer shall be fully protected in so complying and none of (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureAdministrative Agent. PLEDGE AND SECURITY AGREEMENT J. CREW GROUP INC.
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Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock, Pledged Partnership Interests and accurate list Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record Collateral).
(b) All of the Pledged Collateral listed on Exhibit G as being owned by itStock, free Pledged Partnership Interests and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents Pledged LLC Interests have been duly and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Each of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is Notes constitutes the legal, valid and binding obligation of such issuer the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such issuer is not other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in default thereundera proceeding in equity or at law).
(bd) In additionExcept for Pledged Collateral and Additional Pledged Collateral not required to be delivered to the Administrative Agent pursuant to Section 4.7 (Delivery of Instruments and Chattel Paper), all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral).
(e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account or will be in a Control Account no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4.
(f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) none that represented by certificated securities or Instruments in the possession of the Pledged Collateral owned by it has been issued Administrative Agent or transferred to be delivered to the Administrative Agent no later than the relevant date specified under the heading “Post Closing Matters” in violation of the securities registrationSchedule 45 to Amendment No. 4, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing that consisting of Financial Assets currently held in a Control Account or Financial Assets that will be held a Control Account no options, warrants, calls or commitments of any character whatsoever relating later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyAmendment No. 4.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
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Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged During the continuance of an Event of Default, if the Senior Collateral owned by it constituting Capital Stock has been (Agent shall give notice of its intent to exercise such rights to the relevant Credit Party or Credit Parties to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions required by the issuer Interim Order or otherwisethe Final DIP Order, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionapplicable, (i) none of the Pledged Senior Collateral owned by it has been issued or transferred in violation of Agent shall have the securities registrationright to receive any and all cash dividends, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, payments or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies Proceeds paid in respect of the Pledged Collateral pursuant and make application thereof first to this Security Agreement, except as may be required the Revolving Secured Obligations and then to the Term Secured Obligations in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as order set forth in Exhibit Gherein, such Grantor and (ii) the Senior Collateral Agent or Grantors collectively own 100% its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the issued and outstanding Capital Stock which constitutes relevant issuer or issuers of Pledged Collateral or otherwise and none (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Senior Collateral Agent may determine), all without liability except to account for property actually received by it, but the Senior Collateral Agent shall have no duty to any Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(ii) In order to permit the Senior Collateral Agent to exercise the voting and other consensual rights which represents Indebtedness owed it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the Senior Collateral Agent all such Grantor proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Credit Party hereby grants to the Senior Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
(iii) Each Credit Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Credit Party to (x) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is subordinated continuing and (B) is otherwise in right of payment to other Indebtedness or subject to accordance with Trico Marine DIP Credit Agreement the terms of an indenturethis Agreement, without any other or further instructions from such Credit Party, and each Credit Party agrees that such issuer shall be fully protected in so complying and (y) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Senior Collateral Agent.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list Subject to the Intercreditor Agreement, during the continuance of all Pledged an Event of Default, upon notice by the Collateral owned by such Grantor. Such Trustee to the relevant Grantor is or Grantors, (i) the direct, sole beneficial owner and sole holder of record Collateral Trustee shall have the right to receive any Proceeds of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (make application thereof to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid Obligations in the order set forth in the Indenture and non‑assessable, the Intercreditor Agreement and (ii) with respect the Collateral Trustee or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any certificates representing meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral constituting Capital Stockwith any committee, either depositary, transfer agent, registrar or other designated agency upon such certificates are Securities terms and conditions as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so Trustee may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent may take steps Trustee shall have no duty to perfect its security interest therein as a General Intangibleany Grantor to exercise any such right, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary privilege or option and the Collateral Agent pursuant shall not be responsible for any failure to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated do so or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not delay in default thereunderso doing.
(b) In additionorder to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, subject to the Intercreditor Agreement, (i) none each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral owned by it has been issued or transferred in violation and to exercise all other rights, powers, privileges and remedies to which a holder of the securities registrationPledged Collateral would be entitled (including giving or withholding written consents of shareholders, securities disclosure partners or similar laws members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any jurisdiction to which such issuance or action (including any transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which obligate the issuer proxy shall only terminate upon Discharge of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyNoteholder Claims.
(c) Except as set forth in Exhibit G, Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or Grantors collectively own 100% of further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby or unless prohibited by the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of Intercreditor Agreement, pay any dividend or other payment with respect to the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject directly to the terms of an indentureCollateral Trustee.
Appears in 1 contract
Sources: Pledge and Security Agreement (Warnaco Group Inc /De/)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record All of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedand validly issued, authenticated and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or issued limited liability company membership interests to future assessments required under applicable law and delivered by the issuer of such Indebtednessany applicable partnership or operating agreement, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionsuch Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) none to the knowledge of the a Responsible Officer of such Grantor, such Pledged Collateral owned by it has been issued or transferred Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectfull force and effect in accordance with its terms, (ii) to the knowledge of a Responsible Officer of such Grantor party thereto, there are existing exists no options, warrants, calls material violation or commitments of material default under any character whatsoever relating to such Pledged Collateral Agreement by such Grantor or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockother parties thereto, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Alkami Technology, Inc.)
Pledged Collateral. (a) Exhibit G As of the Filing Date, Exhihbit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor Grantor, is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Exhihbit E as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock capital stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockcapital stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Administrative Agent so that the Collateral Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is (or, within 60 days of the Filing Date, will be) covered by a control agreement among such Grantor, the securities intermediary and the Collateral Administrative Agent pursuant to which the Collateral Administrative Agent has Control and Control, (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by another Grantor or Subsidiary has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder and (v) to such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor (other than Indebtedness covered by item (iv) above) has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) except as set forth on Exhihbit E, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock capital stock included in the Pledged Collateral to issue additional Capital Stockcapital stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person Person, other than the Bankruptcy Court in connection with the Orders, is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GExhihbit E, such Grantor or Grantors collectively own owns 100% of the issued and outstanding Capital Stock capital stock which constitutes constitute Pledged Collateral and owned by it and, to such Grantor’s knowledge, none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer Loan Party or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In additionLoan Parties, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of Administrative Agent shall have the securities registrationright to receive any and all cash dividends, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, payments or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies Proceeds paid in respect of the Pledged Collateral pursuant and make application thereof to this Security Agreement, except as may be required the Obligations in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as order set forth in Exhibit Gherein, such Grantor and (ii) the Administrative Agent or Grantors collectively own 100% its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the issued and outstanding Capital Stock which constitutes relevant issuer or issuers of Pledged Collateral or otherwise and none (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which represents Indebtedness owed it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such Grantor proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations.
(iii) Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is subordinated continuing and (B) is otherwise in right of payment to other Indebtedness or subject to accordance with the terms of this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees that such issuer shall be fully protected in so complying and (ii) during the continuance of an indentureEvent of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Pliant Corp)
Pledged Collateral. (a) Exhibit G sets forth a complete Unless an Event of Default shall have occurred and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Investment Property Issuer and consistent with past practice, to the extent not prohibited in the Indenture and any Additional Pari Passu Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorizedIndenture, authenticated any Additional Pari Passu Agreements, this Agreement or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunderany other Note Document.
(b) In additionIf an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) none the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in 21 respect of the Pledged Collateral owned by it has been issued or transferred Investment Property and make application thereof to the Secured Obligations in violation of the securities registrationorder set forth in Section 6.5, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, and (ii) there are existing no optionsany or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, warrantsand the Collateral Agent or its nominee may thereafter exercise (x) all voting, calls corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or commitments Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, amalgamation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorizationInvestment Property Issuer, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the voting right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other rights provided designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyso doing.
(c) Except as set forth in Exhibit G, Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor or Grantors collectively own 100% hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of the issued Default has occurred and outstanding Capital Stock which constitutes Pledged Collateral is continuing and none of the Pledged Collateral which represents Indebtedness owed to such Grantor (y) is subordinated otherwise in right of payment to other Indebtedness or subject to accordance with the terms of an indenturethis Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.
Appears in 1 contract
Sources: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock, Pledged Partnership Interests and accurate list Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder classes of record each issuer thereof as set forth on Schedule 2.
(b) All of the Pledged Collateral listed on Exhibit G as being owned by itStock, free Pledged Partnership Interests and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents Pledged LLC Interests have been duly and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, issued and are fully paid and non‑assessable, nonassessable.
(iic) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 Each of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is Notes constitutes the legal, valid and binding obligation of such issuer the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such issuer is not other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in default thereundera proceeding in equity or at law).
(bd) In additionAll Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Agent in accordance with Section 4.4(a).
(ie) none All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account.
(f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than that represented by certificated securities or Instruments in the possession of the Agent or that consisting of Financial Assets held in a Control Account.
(g) The LLC Agreement governing any Pledged Collateral owned by it has been issued LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest (in each case other than in respect of a Pledged LLC Interest or transferred in violation Pledged Partnership Interest that is a minority investment) provide that, upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the securities registrationrights of the Grantor granting the security interest therein, securities disclosure and that a transferee or similar laws assignee of any jurisdiction a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included participate in the Pledged Collateral to issue additional Capital Stockmanagement thereof and, and (iii) no consent, approval, authorization, or other action by, and no giving upon the transfer of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor entire interest of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor ceases to be a member or Grantors collectively own 100% of partner, as the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenturecase may be.
Appears in 1 contract
Sources: Pledge and Security Agreement (Euramax International PLC)
Pledged Collateral. (a) Exhibit G sets forth a complete and accurate list of all The Pledged Collateral owned Stock pledged by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that hereunder (i) is listed on Schedule 4 and constitutes that percentage of the issued and outstanding equity of all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessableclasses of each issuer thereof as set forth on Schedule 4, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or validly issued and delivered by the issuer of such Indebtedness, is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Following (x) the delivery by a Grantor of the certificate representing any such issuer Pledged Certificated Stock to the Control Agent, (y) the Control Agent taking possession and obtaining control (within the meaning of Section 8-106 of the NY UCC) in the State of New York over such issuer is not Pledged Certified Stock and (z) the execution and delivery of the Intercreditor Agreement by the parties thereto, (A) the Lien on such Pledged Stock in default thereunderfavor of the Collateral Agent on behalf of the Secured Parties will be perfected, subject to no prior Lien other than Permitted Liens and (B) the Collateral Agent will have control (within the meaning of Section 8-106 of the NY UCC) of such Pledged Stock.
(b) In addition, (i) none As of the Closing Date, all certificates and instruments evidencing any Pledged Collateral owned by it has Certificated Stock and Pledged Debt Instruments with an individual value in excess of $1,000,000 have been issued or transferred delivered to Applicable Agent in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection accordance with such disposition by laws affecting the offering and sale of securities generallySection 4.2(a).
(c) Except Upon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement and applicable law, Collateral Agent shall be entitled to (but shall not be obligated to) exercise all of the rights of Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock by Collateral Agent shall be entitled to become a holder of such Pledged Stock to the same extent as set forth such Grantor and be entitled to participate in Exhibit Gthe management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor or Grantors collectively own 100% shall, by operation of the issued and outstanding Capital Stock which constitutes law, cease to be a holder of such Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureStock.
Appears in 1 contract
Pledged Collateral. (a) Exhibit G B sets forth a complete and accurate list list, as of the Effective Date, of all Pledged Collateral owned by such Grantorthe Pledgor. Such Grantor The Pledgor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G B as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor The Pledgor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable (except as such non-assessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act or Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and (ii) with respect to any certificates delivered to the Administrative Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) as of the as of the Effective Date, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which that obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority Governmental Authority or any other Person is required for the pledge by such Grantor the Pledgor of such Pledged Collateral pursuant to this Security Pledge Agreement or for the execution, delivery and performance of this Security Pledge Agreement by such Grantorthe Pledgor, or for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Security Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Pledge Agreement, except (A) as may be required in connection with such disposition by laws affecting the offering and sale of securities generallygenerally and (B) consents, approvals, authorizations and other actions that have been obtained or made and are in full force and effect.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (aincluding, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) Exhibit G sets forth that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a complete and accurate list material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of all or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral owned by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such Grantor. Such Grantor is written request referred to above, to use its best efforts to qualify, file or register, or cause the directissuer of such Pledged Collateral to qualify, sole beneficial owner and sole holder of record file or register, any of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer Blue Sky or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a other securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer laws of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer states as may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the voting or other rights provided for provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as Section may be required in connection with such disposition by laws affecting the offering and sale of securities generallyspecifically enforced.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Pledged Collateral. (a) Exhibit G Schedule 5 to the Perfection Certificate sets forth a complete and accurate list of all of the Equity Interests in each Restricted Subsidiary and all of the Equity Interests in each other Person (where the fair market value of the Equity Interests in such Person exceeds $2,500,000) constituting Pledged Collateral owned by such Grantor(other than publicly traded stock) and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Such Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G Schedule 5 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Such Each Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, authorized and validly issued, issued by the issuer thereof and are fully paid and non‑assessablenon-assessable, and (ii) with respect to any certificates delivered to the Agent representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none None of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no optionsnone of the Pledged Collateral is or will be subject to any option, warrantsright of first refusal, calls shareholders agreement, charter or commitments by-law provisions or contractual restriction of any character whatsoever relating to nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or which obligate disposition thereof pursuant hereto or the issuer exercise by the Agent of any Capital Stock included in the Pledged Collateral to issue additional Capital Stockrights and remedies hereunder, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor the Grantors of such the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantorthe Grantors, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% generally and except for the filing of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of Foreign Pledge Agreements with the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureapplicable governmental authorities.
Appears in 1 contract
Pledged Collateral. AUS:0041907/00169:445549v8 4
(a) Exhibit G D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantorthe Borrower. Such Grantor The Borrower is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G D as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e)the security interest granted to the Lender hereunder. Such Grantor The Borrower further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable, (ii) with respect to any certificates delivered to the Lender representing any Pledged Collateral constituting Capital Stockan Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor the Borrower has so informed the Collateral Agent Lender so that the Collateral Agent Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantorthe Borrower, the securities intermediary and the Collateral Agent Lender pursuant to which the Collateral Agent Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor the Borrower has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock Equity Interest included in the Pledged Collateral to issue additional Capital StockEquity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor the Borrower of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantorthe Borrower, or for the exercise by the Collateral Agent Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth in Exhibit GD, such Grantor or Grantors collectively own the Borrower owns 100% of the issued and outstanding Capital Stock Equity Interests which constitutes constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor the Borrower is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
Appears in 1 contract
Sources: Pledge and Security Agreement (Macquarie CNL Global Income Trust, Inc.)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Stock, Pledged Partnership Interests and accurate list Pledged LLC Interests pledged hereunder by each Grantor constitutes that percentage of the issued and outstanding equity of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder classes of record each issuer thereof as set forth on Schedule 4.7.
(b) (i) All of the Pledged Collateral listed on Exhibit G as being owned by itStock, free Pledged Partnership Interests and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents Pledged LLC Interests have been duly and warrants that validly issued and (iii) all of the Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenonassessable and, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities the extent required as defined in Article 8 of the UCC as a result date of actions by this Agreement, all of the issuer or otherwise, or, if such certificates Pledged Partnership Interests and Pledged LLC Interests are not Securities, such Grantor has so informed fully paid and nonassessable.
(c) Each of the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is Notes constitutes the legal, valid and binding obligation of such issuer the obligor with respect thereto, enforceable in accordance with its terns, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such issuer is not other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in default thereundera proceeding in equity or at law).
(bd) In addition, (i) none of the All Pledged Collateral owned by it consisting of certificated securities has been issued delivered to the Administrative Agent on or transferred in violation prior to the date of entry of an Interim Financing Order to the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise extent requested by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generallyAdministrative Agent.
(ce) Except as set forth Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than that represented by certificated securities in Exhibit G, such Grantor or Grantors collectively own 100% the possession of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none Administrative Agent on the date of entry of an Interim Financing Order.
(f) No Person other than the Administrative Agent for the ratable benefit of the Pledged Collateral which represents Indebtedness owed to Lenders has control within the meaning of the UCC over any Investment Property of such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indentureGrantor.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp)
Pledged Collateral. (a) Exhibit G sets forth a complete The Pledged Equity Interests have been duly authorized and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner validly issued and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessablenon-assessable. The Pledged Notes of any Grantor's Subsidiaries (if any), (ii) with respect and, to any certificates representing any the best of each Grantor's knowledge, all other Pledged Collateral constituting Capital StockNotes, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has have been duly authorized, authenticated or issued and delivered by the issuer of such Indebtednessdelivered, and is the legal, valid valid, binding and binding enforceable obligation of such issuer and such issuer is not in default thereunderthe issuers thereof.
(b) In addition, (i) none The Pledged Equity Interests indicated on Schedule IV hereto constitute all of the shares of stock held by each Grantor of the respective issuers thereof who are not Foreign Subsidiaries and constitute 65% of all of the shares of stock of the respective issuers who are Foreign Subsidiaries. The Pledged Equity Interests and the Pledged Notes constitute all of the Pledged Collateral owned by it except for Pledged Collateral consisting of checks and drafts received in the ordinary course of business and with respect to which the Agent has been issued or transferred in violation not at any time requested possession and which are not a material portion of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to under this Security Agreement (the "Personal Property Collateral"), either singly or for in the execution, aggregate.
(c) The pledge and delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement and all other filings and other actions taken by each Grantor to perfect such security interest prior to the date hereof, create a continuing, valid and perfected first priority security interest in the Pledged Collateral, securing the payment of the Obligations except for Pledged Collateral consisting of checks and drafts received in the ordinary course of business with respect to which the Agent has not at any time requested possession and which are not a material portion of the Personal Property Collateral, either singly or in the aggregate.
(d) So long as no Event of Default shall have occurred and be continuing:
(i) Each Grantor, and not the Agent, shall be entitled to exercise any and all voting and other rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Credit Agreement; provided, except as may however, that no Grantor shall exercise or refrain from exercising any such right without the consent of the Agent if such action or inaction would have a material adverse effect on the benefits to the Agent, the Lenders and the Issuing Banks, including, without limitation, the validity, priority or perfection of the security interest granted hereby or the remedies of the Agent hereunder.
(ii) Each Grantor, and not the Agent, shall be required entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock or other equity interest of any Subsidiary of any Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital-surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Lenders and the Issuing Banks, be segregated from the other property or funds of such disposition by laws affecting Grantor, and be forthwith delivered to the offering Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and sale (C) above, shall forthwith be delivered to the Agent to be applied to the Obligations in such order as provided in Section 3.8 of securities generallythe Credit Agreement.
(ciii) Except The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as set forth such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(e) Upon the occurrence and during the continuance of an Event of Default and at the direction of the Required Lenders:
(i) All rights of any Grantor to exercise the voting and other rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 15(d)(i) hereof and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 15(d)(ii) hereof shall cease, and all such rights shall thereupon become vested in Exhibit Gthe Agent, who shall thereupon have the sole right to exercise such voting and other rights of consent or approval and to receive and hold as Pledged Collateral such dividends and interest payments.
(ii) All dividends and interest payments which are received by any Grantor contrary to the provisions of paragraph (ii) of Section 15(d) hereof shall be received in trust for the benefit of the Lenders and the Issuing Banks and shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
(f) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity Interests subject to its control not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to such Grantor or Grantors collectively own 100as otherwise permitted under the Credit Agreement, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of the Pledged Equity Interests; provided that in no event shall any Grantor be required to pledge more than 65% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none shares of any Foreign Subsidiary. Each Grantor hereby authorizes the Agent to modify this Security Agreement by amending Annex IV to include such additional shares or other securities.
(g) Determination by the Agent to exercise its right to sell any or all of the Pledged Collateral which represents Indebtedness owed pursuant to Section 24 hereof without making a request of the relevant Grantor to register such Grantor is subordinated Pledged Collateral under the Securities Act shall not by the sole fact of such sale be deemed to be commercially unreasonable.
(h) The Grantors hereby agree that the aggregate principal amount of all promissory notes described in right clause (i) of payment to other Indebtedness or subject to the terms definition of an indentureExcluded Notes at any time outstanding shall not exceed $3,000,000.
Appears in 1 contract
Sources: Pledge and Security Agreement (Taylor Ann Stores Corp)
Pledged Collateral. (ai) Exhibit G As of the Closing Date, (A) Schedule 9(a) and 9(b) to the Perfection Certificate sets forth a complete all of the Pledged Equity that is required to be pledged to the Administrative Agent hereunder, (B) Schedule 10 to the Perfection Certificate sets forth all Instruments (other than the Equity Interests identified on Schedule 9 to the Perfection Certificate or Instruments that are Excluded Assets) that are required to be pledged to the Administrative Agent hereunder (x) owing to any Grantor by any non-Loan Party in excess of $2,500,000 individually, and accurate list (y) owing to any Grantor by another Loan Party in excess of $5,000,000, individually and (C) except as provided for in the Pari Passu Intercreditor Agreement, no Person other than the Administrative Agent has control or possession of all or any part of the Collateral with respect to which a security interest can be perfected by control or possession, except as permitted by the Credit Agreement. All of the Pledged Equity is validly issued and outstanding, fully paid and, to the extent applicable, non- assessable. No Equity Interest in any partnership or limited liability company that constitutes Collateral (x) is dealt in or traded on a securities exchange or in a securities market, (y) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, unless such Pledged Equity is certificated and delivered to the Administrative Agent pursuant to the terms hereof (or as otherwise delivered as provided for in the Pari Passu Intercreditor Agreement), or (z) is an Investment Company Security.
(ii) Each Grantor which is the issuer of any Pledged Collateral owned by such any other Grantor. Such Grantor is , hereby (A) acknowledges the direct, sole beneficial owner and sole holder of record security interest of the Administrative Agent in such Pledged Collateral listed on Exhibit G as being owned granted by itsuch other Grantor hereunder, free (B) agrees that upon the occurrence and clear continuation of any Liensan Event of Default, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to will comply with the extent such concepts are relevant instructions with respect to such Pledged CollateralCollateral originated by the Administrative Agent without further consent of such other Grantor and (C) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect otherwise agrees that it will be bound by the terms of this Agreement relating to any certificates representing any the Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions issued by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, it.
(iii) all such Pledged Collateral held by In the case of each Grantor which is a securities intermediary partner in a partnership or a member (and/or manager) in a limited liability company, as the case may be, of a Person which is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in Pledged Equity, such Grantor hereby consents to the Pledged Collateral extent required by any applicable Organization Documents to issue additional Capital Stock, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Equity in such Grantor partnership or limited liability company, as the case may be, and upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Pari Passu Intercreditor Agreement, to the transfer of such Pledged Equity to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as the substituted partner or member (and/or manager) in such partnership or limited liability company with all rights, powers and duties of a partner or member (and/or manager), as the case may be.
(iv) Notwithstanding anything to the contrary in this Section 10(c), unless and until an Event of Default shall have occurred and be continuing and the Administrative Agent has given written notice to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement): (A) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; (B) the Administrative Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of a Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this Security Agreement clause (A) above; and (C) each Grantor shall be entitled to receive, retain, and to utilize any and all dividends, interest, principal and other distributions paid on or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies distributed in respect of the Pledged Collateral pursuant Collateral, but only if and to the extent that such dividends, interest, principal and other distributions are not otherwise prohibited by the terms and conditions of this Security Agreement, except the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Equity or received in exchange for any Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, to the extent the same is required in connection with such disposition by laws affecting to be delivered to the offering and sale of securities generally.
(c) Except Administrative Agent as set forth in Exhibit GSection 4(b), shall not be commingled by such Grantor with any of its other funds or Grantors collectively own 100% property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the issued Administrative Agent and outstanding Capital Stock which constitutes shall be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(v) Upon the occurrence and none during the continuance of an Event of Default and written notice from the Administrative Agent to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Pledged Collateral which represents Indebtedness owed Credit Agreement), all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is subordinated authorized to receive pursuant to Section 10(c)(iv) (or proceeds of any other Collateral) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions (and the proceeds of payment all other Collateral). All dividends, interest, principal or other distributions and the proceeds of other Collateral received by any Grantor contrary to the provisions of this Section 10(c)(v) shall be held in trust for the benefit of the Administrative Agent and shall be segregated from other Indebtedness property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 10(c)(v) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied as provided in Section 12.
(vi) Upon the occurrence and during the continuance of an Event of Default and written notice from the Administrative Agent to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 10(c)(iv)(A), and the obligations of the Administrative Agent under Section 10(c)(iv)(B), shall cease, and all such rights shall (subject to the terms of the Pari Passu Intercreditor Agreement) thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. If after the occurrence of an indentureEvent of Default, such Event of Default shall have been waived pursuant to Section 10.01 of the Credit Agreement or remedied and there is then no other Event of Default continuing, each Grantor will again have the right to exercise the voting and consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of Section 10(c)(iv)(A).
(vii) Subject to the terms of the Pari Passu Intercreditor Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have the right to hold all Pledged Equity that is certificated as collateral endorsed or assigned in blank, except as otherwise agreed pursuant to the definition of “Excluded Perfection Action”. Subject to the terms of the Pari Passu Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, shall also have the right (in its sole and absolute discretion), to hold, or have registered, all other Pledged Collateral in its own name (as pledgee), the name of its nominee, as a sub-agent (as pledgee) or the name of the applicable Grantor; provided that no Grantor shall be required to take any Excluded Perfection Action. At the request of the Administrative Agent, each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to any Pledged Collateral registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exchange the certificates or instruments (to the extent permitted by the terms thereof) representing Pledged Collateral for certificates or instruments of smaller or larger denominations for any purpose consistent with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)