Senior Pledge Clause Samples
The Senior Pledge clause establishes that certain obligations or security interests are given priority over others in a contractual or financing arrangement. In practice, this means that the claims or rights of the 'senior' party will be satisfied before those of any 'junior' parties in the event of default, liquidation, or enforcement of security. This clause is commonly used in loan agreements or secured transactions to clarify the order in which creditors are repaid, thereby reducing uncertainty and allocating risk among multiple lenders or stakeholders.
Senior Pledge. (a) The Pledgor hereby transfers, pledges and assigns to the Collateral Agent, and grants to the Collateral Agent for the ratable benefit of the Senior Secured Parties, a first priority security interest in, all of the right, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"):
(i) the Pledged Stock;
(ii) all other property hereafter delivered in substitution for any of the Pledged Stock, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof (including, without limitation, any Newco Stock distributed to the Pledgor in respect of the Pledged Stock); and
(iii) all Proceeds of any and all of the foregoing.
(b) The foregoing transfer, pledge, assignment and grant of a security interest is made to secure the prompt and complete payment and performance when due of the Senior Secured Obligations.
Senior Pledge. A. BY COMPANY. Company hereby pledges to the Collateral Agent and grants to the Collateral Agent for the ratable benefit of the Senior Secured Parties a first priority security interest in the following (the "COMPANY PLEDGED COLLATERAL") to secure the Senior Secured Obligations (as defined in SECTION 2):
(a) the Company Pledged Shares and the certificates representing the Company Pledged Shares and any interest of Company in the entries on the books of any financial intermediary pertaining to the Company Pledged Shares, and, subject to SECTION 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Company Pledged Shares;
(b) all additional shares of stock of any issuer of the Company Pledged Shares from time to time acquired by Company in any manner (which shares shall be deemed to be part of the Company Pledged Shares), and the certificates representing such additional shares and any interest of Company in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to SECTION 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(c) the Company Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Company Pledged Debt; and
(d) all proceeds of any of the foregoing.
Senior Pledge. Section 1. 1A of the Pledge Agreement is hereby amended by adding the following parenthetical after the words "Senior Secured Parties": "(subject to Section 2.1 below with respect to the New 2002 Senior Notes)".
Senior Pledge. The Pledgor hereby transfers, pledges and assigns to the Collateral Agent, and grants to the Collateral Agent for the ratable benefit of the Senior Secured Parties, a first priority security interest in, all of the right, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"):
(i) the Pledged Stock;
(ii) all other property hereafter delivered in substitution for any of the Pledged Stock, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(iii) all Proceeds of any and all of the foregoing.
Senior Pledge