Pledged Membership Interests. Pledgor Pledged Subsidiary Percentage of Membership Interest owned by the Pledgor Pledged Partnership Interests Pledgor Pledged Subsidiary Percentage of Partnership Interest owned by the Pledgor SCHEDULE II to PLEDGE AGREEMENT TYPES OF ENTITY, JURISDICTION OF ORGANIZATION, CHIEF EXECUTIVE OFFICE LOCATION Pledgor Type of Entity Jurisdiction of Organization Mailing Address of Chief Executive Office PRIOR NAMES OF PLEDGORS DURING LAST FIVE YEARS Pledgor Prior Name Date of Name Change EXHIBIT A to PLEDGE AGREEMENT FORM OF PLEDGE SUPPLEMENT SUPPLEMENT NO. ___ dated as of ___________ ____, 20___ to the PLEDGE AGREEMENT dated as of [__________] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), among XXXXXXX COMPANY, a Minnesota corporation (the “Company”) and certain subsidiaries of the Company from time to time signatories thereto (the Company and each of the Subsidiaries being referred to herein individually, as a "Pledgor", and collectively, as the "Pledgors") and JPMORGAN CHASE BANK, N.A., as contractual representative for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of May 5, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Company, certain Subsidiaries of the Company from time to time party thereto as borrowers (together with the Company, the “Borrowers”), the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”) and the Collateral Agent. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Pledge Agreement, the Credit Agreement. The undersigned Subsidiary of the Company (the "New Pledgor") is executing this Supplement in accordance with the requirements of the Credit Agreement or the Note Agreement (as defined in the Intercreditor Agreement), if any, to become a Pledgor under the Pledge Agreement in consideration for Loans and Letters of Credit previously made to, or issued for the account of, the Borrowers. Accordingly, Collateral Agent and the New Pledgor agree as follows:
Pledged Membership Interests. In the event that a reclassification, split, reverse split, dividend, readjustment, or other change is made in the capital structure of any of the Operating Companies (a) any additional or substituted shares issued on behalf of the Pledged Membership Interests shall be subject to the pledge contained in this Agreement and (b) if such change reduces the number of the membership interests of any of the Operating Companies, then the number of Pledged Membership Interests shall be reduced in proportion to such reduction.
Pledged Membership Interests. At any time and from time to time after the occurrence of an Event of Default (as hereinafter defined) or a default under any of the Obligations which is continuing uncured and unwaived, the Borrower shall, upon request of the Secured Party Representative, execute and deliver to the requesting party any proxies, stock powers or assignments with respect to the Pledged Membership Interests or endorse any instruments or chattel paper with respect to Pledged Membership Interests as so requested in order to enforce its rights under Section 9.5(g).
Pledged Membership Interests. All Pledged Membership Interests have been duly authorized and validly issued, and are fully paid and non-assessable, and are subject to no options to purchase or similar rights of any Person. The Pledgor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Membership Interests with respect thereto.
Pledged Membership Interests. Borrower is the sole and lawful owner of the Pledged Membership Interests and has the right and authority to subject the same to the security interest of the Lenders and the Secured Party Representative on behalf of the Lenders under this Agreement. None of the Pledged Membership Interests is subject to any Lien (other than pursuant to this Agreement and a junior priority lien in favor of the Junior Secured Parties). This Agreement creates in favor of each Lender and the Secured Party Representative on behalf of the Lenders a valid security interest in the Pledged Membership Interests. All of the Pledged Membership Interests have been duly and validly issued and are fully paid and nonassessable.
Pledged Membership Interests. Grantor Securities Issuer State of Organization of Securities Issuer No. of Membership Interests Membership Interests % of Interests Pledged Certificate No.
Pledged Membership Interests. All of the Pledged Membership Interests;
Pledged Membership Interests. Borrower is the sole and lawful owner of the Pledged Membership Interests and has the right and authority to subject the same to the security interest of the Lender and the Secured Parties under this Agreement. None of the Pledged Membership Interests is subject to any Lien (other than pursuant to this Agreement and subject to a lien in favor of the holder of the Senior Debt). This Agreement creates in favor of each of DJS, PTA and DSI a valid security interest in the Pledged Membership Interests. All of the Pledged Membership Interests have been duly and validly issued and are fully paid and nonassessable.
Pledged Membership Interests. The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Membership Interests conducted without prior registration or qualification of such Pledged Membership Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Membership Interests for their own account, for investment and not with a view to the distribution or resale thereof. The Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Membership Interests for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Secured Party determines to exercise its right to sell any or all of the Pledged Membership Interests, upon written request, the Grantor shall and shall cause each issuer of any Pledged Membership Interests to be sold hereunder to furnish to the Secured Party all such information as the Secured Party may request in order to determine the number and nature of interest, shares or other instruments included in the Pledged Membership Interests that may be sold by the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.
Pledged Membership Interests. 100% of the membership interests owned by such Pledgor of each Material Subsidiary which is a limited liability company as more fully described on Schedule 2(a) attached hereto (collectively, together with any membership interests described in Sections 2(d) and 2(e) below, the "Pledged Membership Interests").
